As filed with the Securities and Exchange Commission on May 30, 1996  
				Registration No. 33-          
====================================================================  
  
                  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                11788-7000  
           Islandia, New York  
(Address of Principal Executive Offices)	        (Zip Code)  
  
                    --------------------------	  
             COMPUTER ASSOCIATES SAVINGS HARVEST PLAN  
  
                     (Full title of the plan)  
	              --------------------------            
  
                        PETER A. SCHWARTZ   
         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  Amount of  
Title of Securities    Amount to be    Price Per Offering   Registration  
to be Registered(1)    Registered(1)   Unit(2)   Price(2)       Fee  
- -------------------    -------------   ---------  --------     ------  
<S>                    <C>              <C>      <C>           <C>     
Common Stock, $.10 par 3,000,000 shares $71.9375 $215,812,500  $74,418  
value per share,   
together with the   
associated right  
to purchase shares of   
Series One Junior   
Participating Preferred   
Stock, Class A, without   
par value.  
  
  
=======================================================================
  
                                                                 
<FN>  
(1)	In addition, pursuant to Rule 416(c) under the Securities Act of   
1933, this Registration Statement also covers an indeterminate amount of   
interests to be offered or sold pursuant to the employee benefit plan   
described herein.  
<FN>  
(2)	Estimated solely for the purpose of calculating the registration   
fee pursuant to Rule 457, based on the average of the high and low sales   
price of the Common Stock of the Registrant on May 28, 1996,   
respectively, as reported on the New York Stock Exchange.  
  
</TABLE>  
  
  
<PAGE>  
  
					PART II  
  
	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT  
  
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, 1996, filed pursuant to Section 13(a) or   
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange   
Act"), and the Plan's annual report on Form 11-K for its plan year ended   
March 30, 1995, filed pursuant to Section 13(a) or 15(d) of the Exchange   
Act;  
  
		(b)	All other reports filed pursuant to Section 13(a) or   
15(d) of the Exchange Act since the end of the fiscal year covered by   
the Registrant documents and the end of the plan year covered by the   
Plan documents respectively 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").  
  
		All documents subsequently filed by the Registrant and the   
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act   
on or after the date of this Registration Statement and prior to the   
filing of a post-effective amendment which indicates that all securities   
offered 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 part hereof from the date of filing of   
such documents.  Any statement contained herein or in a document, all or   
a portion of which is incorporated or deemed to be incorporated by   
reference herein, shall be deemed to be modified or superseded for   
purposes of this Registration Statement to the extent that a statement   
contained in any subsequently filed document which also is or is deemed   
to be incorporated by reference herein modifies or supersedes such   
statement.  Any such statement so modified or superseded shall not be   
deemed, except as so modified or superseded, to constitute a part of   
this Registration Statement.  
  
Item 4.	Description of Securities.    
  
		Not applicable.  
  
						II-1  
  
<PAGE>   
  
Item 5.	Interests of Named Experts and Counsel.  
  
		Maria A. Di Pippo, Esq., who rendered the opinion as to   
ERISA and Internal Revenue Code compliance with respect to the Third   
Amendment to the Computer Associates Savings Harvest Plan, as amended   
and restated effective March 31, 1992, is employed by the Registrant as   
Counsel/Human Resources.   
  
Item 6.	Indemnification of Directors and Officers.  
  
		As permitted by Section 145 of the Delaware General   
Corporation Law, Article NINTH of the Registrant's Restated Certificate   
of Incorporation, as amended, 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 who 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 By-law, 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 person."  
  
		The Registrant's Restated Certificate of Incorporation, as   
amended, 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.  
  
  
  
  
	                        II-2  
  
<PAGE>  
  
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;  
  
		(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)   
            above 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 or  
            the Plan 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   
  
	                            II-3  
  
<PAGE>  
  
	Section 13(a) or Section 15(d) of the Securities Exchange Act of  
      1934 and each filing of the Plan's annual report pursuant to  
      Section 15(d) of the Securities 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 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 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 Act and will be governed by the final  
      adjudication of such issue.  
  
  
  
  
  
  
  
  
  
  
  
  
  
						II-4  
  
<PAGE>  
  
	                         SIGNATURES  
  
	The Registrant.  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 Town of Islip,   
County of Suffolk and State of New York on the 30th day of May, 1996.  
  
					COMPUTER ASSOCIATES INTERNATIONAL, INC.  
  
  
  
					By:  /s/Peter A. Schwartz               
                                   ---------------------  
					     Peter A. Schwartz  
						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   
Peter A. Schwartz, 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.  
  
  
  
  
  
  
                                 II-5  
  
<PAGE>  
  
  
	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:  
  
      Name                        Title                      Date  
- -----------------         ---------------------          --------------  
  
/s/Charles B. Wang          
- ------------------  
(Charles B. Wang)          Chairman of the Board           May 30, 1996  
                           (Principal Executive Officer)  
  
  
/s/Peter A. Schwartz       
- --------------------  
(Peter A. Schwartz)        Senior Vice President-Chief     May 30, 1996  
                           Financial Officer(Principal  
                           Financial and Accounting   
                           Officer)  
  
  
/s/Russell M. Artzt   
- -------------------       
(Russell M. Artzt)         Director                        May 30, 1996  
  
  
  
  
/s/Willem F.P. de Vogel  
- -----------------------   
(Willem F.P. de Vogel)     Director                        May 30, 1996  
  
  
  
/s/Irving Goldstein  
- ---------------------  
(Irving Goldstein)         Director                        May 30, 1996  
  
  
/s/Richard A. Grasso  
- ---------------------  
(Richard A. Grasso)        Director                        May 30, 1996  
  
  
/s/Shirley Strum Kenny  
- ----------------------  
(Shirley Strum Kenny)      Director                        May 30, 1996  
  
  
/s/Sanjay Kumar  
- ---------------  
(Sanjay Kumar)             Director                        May 30, 1996  
  
  
/s/Edward C. Lord  
- -----------------  
(Edward C. Lord)           Director                        May 30, 1996  
  
	  
  
  
  
  
  
  
					II-6  
<PAGE>  
  
  
  
	The Plan.  Pursuant to the requirements of the Securities Act, the   
Plan Committee 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 30th day of   
May, 1996.  
  
  
  
					COMPUTER ASSOCIATES SAVINGS HARVEST PLAN  
  
  
  
  
					By: /s/Peter A. Schwartz  
                                  --------------------                   
					    Peter A. Schwartz  
					    Member, Plan Committee  
  
  
  
  
  
  
  
                               II-7  
  
<PAGE>  
  
  
  
	                   INDEX TO EXHIBITS  
    
EXHIBIT           DESCRIPTION                     EXHIBITS TO  
NUMBER                                            THIS REPORT  
  
4(a)     Computer Associates Savings Harvest     Filed herewith   
         Plan, as amended and restated           as Exhibit  
         effective March 31, 1992 ("CASH         4(a).  
         Plan").  
  
4(b)     First Amendment to CASH Plan, dated     Filed herewith   
         the 24th day of March, 1994.            as Exhibit   
                                                 4(b).  
  
4(c)     Second Amendment to CASH Plan, dated    Filed herewith  
         the 21st day of April 1995.             as Exhibit   
                                                 4(c).  
  
4(d)     Third Amendment to CASH Plan dated      Filed herewith  
         the 18th day of October, 1995.          as Exhibit   
                                                 4(d).  
  
4(e)     Trust Agreement, dated as of March      Filed herewith   
         31, 1993, between Computer              as Exhibit  
         Associates International, Inc. and      4(e).  
         Fidelity Management Trust Company   
         pursuant to the CASH Plan.  
  
5(a)     Copy of the Internal Revenue Service    Filed herewith  
         Determination Letter that the CASH      as Exhibit   
         Plan, including the First and Second    5(a).  
         Amendments thereto, is qualified   
         under Section 401 of the Internal   
         Revenue Code (the "Code").  
  
5(b)     Opinion of Maria A. Di Pippo, Esq.      Filed herewith  
         as to ERISA and Code compliance with    as Exhibit  
         respect to the Third Amendment to       5(b).  
         the CASH Plan.  
  
23(a)     Consent of Ernst & Young LLP.          Filed herewith   
                                                 as Exhibit   
                                                 23(a).  
  
23(b)     Consent of Maria A. Di Pippo, Esq.     Filed herewith  
          (contained in her opinion in Exhibit   as Exhibit  
          5(b)).                                 5(b).  
  
  
24	    Power of Attorney.                     Filed herewith  
	                                           on page II-5.  
		  
  
  
	                      II-8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19519}]
{"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": "333-04801", "film-number": "96574768"}, "business-address": {"street1": "ONE COMPUTER ASSOCIATES PLAZA", "city": "ISLANDIA", "state": "NY", "zip": "11788", "phone": "5163425224"}}
As filed with the Securities and Exchange Commission on May 30, 1996  
				Registration No. 33-          
====================================================================  
  
                  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                11788-7000  
           Islandia, New York  
(Address of Principal Executive Offices)	        (Zip Code)  
  
                    --------------------------	  
             COMPUTER ASSOCIATES SAVINGS HARVEST PLAN  
  
                     (Full title of the plan)  
	              --------------------------            
  
                        PETER A. SCHWARTZ   
         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  Amount of  
Title of Securities    Amount to be    Price Per Offering   Registration  
to be Registered(1)    Registered(1)   Unit(2)   Price(2)       Fee  
- -------------------    -------------   ---------  --------     ------
Common Stock, $.10 par 3,000,000 shares $71.9375 $215,812,500  $74,418  
value per share,   
together with the   
associated right  
to purchase shares of   
Series One Junior   
Participating Preferred   
Stock, Class A, without   
par value.  
  
  
=======================================================================
(1)	In addition, pursuant to Rule 416(c) under the Securities Act of   
1933, this Registration Statement also covers an indeterminate amount of   
interests to be offered or sold pursuant to the employee benefit plan   
described herein.
(2)	Estimated solely for the purpose of calculating the registration   
fee pursuant to Rule 457, based on the average of the high and low sales   
price of the Common Stock of the Registrant on May 28, 1996,   
respectively, as reported on the New York Stock Exchange.
PART II  
  
	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT  
  
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, 1996, filed pursuant to Section 13(a) or   
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange   
Act"), and the Plan's annual report on Form 11-K for its plan year ended   
March 30, 1995, filed pursuant to Section 13(a) or 15(d) of the Exchange   
Act;  
  
		(b)	All other reports filed pursuant to Section 13(a) or   
15(d) of the Exchange Act since the end of the fiscal year covered by   
the Registrant documents and the end of the plan year covered by the   
Plan documents respectively 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").  
  
		All documents subsequently filed by the Registrant and the   
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act   
on or after the date of this Registration Statement and prior to the   
filing of a post-effective amendment which indicates that all securities   
offered 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 part hereof from the date of filing of   
such documents.  Any statement contained herein or in a document, all or   
a portion of which is incorporated or deemed to be incorporated by   
reference herein, shall be deemed to be modified or superseded for   
purposes of this Registration Statement to the extent that a statement   
contained in any subsequently filed document which also is or is deemed   
to be incorporated by reference herein modifies or supersedes such   
statement.  Any such statement so modified or superseded shall not be   
deemed, except as so modified or superseded, to constitute a part of   
this Registration Statement.  
  
Item 4.	Description of Securities.    
  
		Not applicable.  
  
						II-1
Item 5.	Interests of Named Experts and Counsel.  
  
		Maria A. Di Pippo, Esq., who rendered the opinion as to   
ERISA and Internal Revenue Code compliance with respect to the Third   
Amendment to the Computer Associates Savings Harvest Plan, as amended   
and restated effective March 31, 1992, is employed by the Registrant as   
Counsel/Human Resources.   
  
Item 6.	Indemnification of Directors and Officers.  
  
		As permitted by Section 145 of the Delaware General   
Corporation Law, Article NINTH of the Registrant's Restated Certificate   
of Incorporation, as amended, 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 who 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 By-law, 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 person."  
  
		The Registrant's Restated Certificate of Incorporation, as   
amended, 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.  
  
  
  
  
	                        II-2
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;  
  
		(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)   
            above 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 or  
            the Plan 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   
  
	                            II-3
Section 13(a) or Section 15(d) of the Securities Exchange Act of  
      1934 and each filing of the Plan's annual report pursuant to  
      Section 15(d) of the Securities 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 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 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 Act and will be governed by the final  
      adjudication of such issue.  
  
  
  
  
  
  
  
  
  
  
  
  
  
						II-4
SIGNATURES  
  
	The Registrant.  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 Town of Islip,   
County of Suffolk and State of New York on the 30th day of May, 1996.  
  
					COMPUTER ASSOCIATES INTERNATIONAL, INC.  
  
  
  
					By:  /s/Peter A. Schwartz               
                                   ---------------------  
					     Peter A. Schwartz  
						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   
Peter A. Schwartz, 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.  
  
  
  
  
  
  
                                 II-5
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:  
  
      Name                        Title                      Date  
- -----------------         ---------------------          --------------  
  
/s/Charles B. Wang          
- ------------------  
(Charles B. Wang)          Chairman of the Board           May 30, 1996  
                           (Principal Executive Officer)  
  
  
/s/Peter A. Schwartz       
- --------------------  
(Peter A. Schwartz)        Senior Vice President-Chief     May 30, 1996  
                           Financial Officer(Principal  
                           Financial and Accounting   
                           Officer)  
  
  
/s/Russell M. Artzt   
- -------------------       
(Russell M. Artzt)         Director                        May 30, 1996  
  
  
  
  
/s/Willem F.P. de Vogel  
- -----------------------   
(Willem F.P. de Vogel)     Director                        May 30, 1996  
  
  
  
/s/Irving Goldstein  
- ---------------------  
(Irving Goldstein)         Director                        May 30, 1996  
  
  
/s/Richard A. Grasso  
- ---------------------  
(Richard A. Grasso)        Director                        May 30, 1996  
  
  
/s/Shirley Strum Kenny  
- ----------------------  
(Shirley Strum Kenny)      Director                        May 30, 1996  
  
  
/s/Sanjay Kumar  
- ---------------  
(Sanjay Kumar)             Director                        May 30, 1996  
  
  
/s/Edward C. Lord  
- -----------------  
(Edward C. Lord)           Director                        May 30, 1996  
  
	  
  
  
  
  
  
  
					II-6
The Plan.  Pursuant to the requirements of the Securities Act, the   
Plan Committee 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 30th day of   
May, 1996.  
  
  
  
					COMPUTER ASSOCIATES SAVINGS HARVEST PLAN  
  
  
  
  
					By: /s/Peter A. Schwartz  
                                  --------------------                   
					    Peter A. Schwartz  
					    Member, Plan Committee  
  
  
  
  
  
  
  
                               II-7
INDEX TO EXHIBITS  
    
EXHIBIT           DESCRIPTION                     EXHIBITS TO  
NUMBER                                            THIS REPORT  
  
4(a)     Computer Associates Savings Harvest     Filed herewith   
         Plan, as amended and restated           as Exhibit  
         effective March 31, 1992 ("CASH         4(a).  
         Plan").  
  
4(b)     First Amendment to CASH Plan, dated     Filed herewith   
         the 24th day of March, 1994.            as Exhibit   
                                                 4(b).  
  
4(c)     Second Amendment to CASH Plan, dated    Filed herewith  
         the 21st day of April 1995.             as Exhibit   
                                                 4(c).  
  
4(d)     Third Amendment to CASH Plan dated      Filed herewith  
         the 18th day of October, 1995.          as Exhibit   
                                                 4(d).  
  
4(e)     Trust Agreement, dated as of March      Filed herewith   
         31, 1993, between Computer              as Exhibit  
         Associates International, Inc. and      4(e).  
         Fidelity Management Trust Company   
         pursuant to the CASH Plan.  
  
5(a)     Copy of the Internal Revenue Service    Filed herewith  
         Determination Letter that the CASH      as Exhibit   
         Plan, including the First and Second    5(a).  
         Amendments thereto, is qualified   
         under Section 401 of the Internal   
         Revenue Code (the "Code").  
  
5(b)     Opinion of Maria A. Di Pippo, Esq.      Filed herewith  
         as to ERISA and Code compliance with    as Exhibit  
         respect to the Third Amendment to       5(b).  
         the CASH Plan.  
  
23(a)     Consent of Ernst & Young LLP.          Filed herewith   
                                                 as Exhibit   
                                                 23(a).  
  
23(b)     Consent of Maria A. Di Pippo, Esq.     Filed herewith  
          (contained in her opinion in Exhibit   as Exhibit  
          5(b)).                                 5(b).  
  
  
24	    Power of Attorney.                     Filed herewith  
	                                           on page II-5.  
		  
  
  
	                      II-8