As filed with the Securities and Exchange Commission on November 17, 1995
                      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                       (Zip Code)
 (Address of principal executive offices)
                    ________________________
 
              COMPUTER ASSOCIATES INTERNATIONAL, INC.
                    1991 STOCK INCENTIVE 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
  Title of                              Maximum   Maximum
  Securities              Amount        Offering  Aggregate     Amount of
  to be                   to be         Price Per Offering      Registration
  Registered              Registered(1) Unit(2)   Price(2)      Fee
<S>                       <C>           <C>       <C>           <C>
Common Stock,$.10 par     15,000,000    $53.375   $800,625,000  $160,125
value per share,together  shares
with the associated right
to purchase shares of
Series One Junior
Participating Preferred
Stock, Class A, without
par value.
 
===========================================================================
<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.
 
<FN>
(2)  Estimated solely for the purposes of determining the amount of the
     registration fee in accordance with Rule 457(g) on the basis of the
     price at which stock of the same class sold on the New York Stock
     Exchange on November 15, 1995.
 
 
<PAGE>2
                        EXPLANATORY NOTE
 
     This Registration Statement relates to the amendment of the
Computer Associates International, Inc. 1991 Stock Incentive Plan
to increase the number of shares of common stock authorized to be
issued thereunder from 15,000,000 to 30,000,000.  The contents of
the Registrant's Registration Statement on Form S-8 (Registration
No. 33-53572) (the "Prior Registration Statement") are hereby
incorporated by reference.  The Items below contain information
required in this Registration Statement that was not included in
the Prior Registration Statement.
 
                            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, 1995, 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 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 75 shares,
and of options to purchase 3,075 shares, of Registrant's common
stock.
 
Item 8.   Exhibits.
 
          See the Exhibits Index attached hereto.
 
<PAGE>3
 
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)
          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
 
<PAGE> 4
 
     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
     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> 5
 
                           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 17th day of
November, 1995.
 
                         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
 
 
<PAGE> 6
cause to be done by virtue thereof.
 
 
     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:
 

</TABLE>
<TABLE>
<CAPTION>
 
        Name                   Title                       Date
- -------------------    -----------------------        ---------------
 
<S>                  <C>                              <C>
/s/Charles B. Wang      Chairman of the Board         November 17, 1995
 (Charles B. Wang)   (Principal Executive Officer)
 
 
 
/s/Peter A. Schwartz   Senior Vice President-Chief    November 17, 1995
(Peter A. Schwartz)   Financial Officer (Principal
                        Financial and Accounting
                               Officer)
 
 
/s/Russel M. Artzt            Director                November 17, 1995
(Russell M. Artzt)
 
 
/s/Willem F.P. de Vogel       Director                November 17, 1995
(Willem F.P. de Vogel)
 
 
/s/Irving Goldstein           Director                November 17, 1995
(Irving Goldstein)
 
 
/s/Richard A. Grasso          Director                November 17, 1995
(Richard A. Grasso)
 
 
/s/Shirley Strum Kenny        Director                November 17, 1995
(Shirley Strum Kenny)
 
 
/s/Sanjay Kumar               Director                November 17, 1995
(Sanjay Kumar)
 
 
/s/Edward C. Lord             Director                November 17, 1995
(Edward C. Lord)
 
 
</TABLE>
<PAGE> 7
 
 
<TABLE>
 
                           INDEX TO EXHIBITS
 
<CAPTION>
                                                       Exhibits to
Exhibit Number        Description                      This Report
- --------------        -----------                       -----------
    <S>          <C>                                      <C>
     4           Computer Associates International, Inc.
                 1991 Stock Incentive Plan (incorporated
                 by reference to Exhibit A to the
                 Registrant's definitive proxy statement
                 dated July 11, 1991 and to Exhibit 4(i)
                 to the Registrant's Annual Report on
                 Form 10-K for the fiscal year ended
                 March 31, 1994)
 
     5           Opinion of Steven M. Woghin, Esq.         Exhibit A
                 as to the legality of the shares
                 being offered
 
    23           Consents of Experts and Counsel           Exhibit B
    23.1         Consent of Ernst & Young LLP
 
    23.2         Consent of Steven M. Woghin, Esq.         Filed as
                 (contained                                Exhibit A
                 in his opinion in Exhibit 5)              hereto
 
 
 
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13683}]
{"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": "033-64377", "film-number": "95594567"}, "business-address": {"street1": "ONE COMPUTER ASSOCIATES PLAZA", "city": "ISLANDIA", "state": "NY", "zip": "11788", "phone": "5163425224"}}
As filed with the Securities and Exchange Commission on November 17, 1995
                      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                       (Zip Code)
 (Address of principal executive offices)
                    ________________________
 
              COMPUTER ASSOCIATES INTERNATIONAL, INC.
                    1991 STOCK INCENTIVE 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
  Title of                              Maximum   Maximum
  Securities              Amount        Offering  Aggregate     Amount of
  to be                   to be         Price Per Offering      Registration
  Registered              Registered(1) Unit(2)   Price(2)      Fee
Common Stock,$.10 par     15,000,000    $53.375   $800,625,000  $160,125
value per share,together  shares
with the associated right
to purchase shares of
Series One Junior
Participating Preferred
Stock, Class A, without
par value.
 
===========================================================================
(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)  Estimated solely for the purposes of determining the amount of the
     registration fee in accordance with Rule 457(g) on the basis of the
     price at which stock of the same class sold on the New York Stock
     Exchange on November 15, 1995.
2
                        EXPLANATORY NOTE
 
     This Registration Statement relates to the amendment of the
Computer Associates International, Inc. 1991 Stock Incentive Plan
to increase the number of shares of common stock authorized to be
issued thereunder from 15,000,000 to 30,000,000.  The contents of
the Registrant's Registration Statement on Form S-8 (Registration
No. 33-53572) (the "Prior Registration Statement") are hereby
incorporated by reference.  The Items below contain information
required in this Registration Statement that was not included in
the Prior Registration Statement.
 
                            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, 1995, 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 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 75 shares,
and of options to purchase 3,075 shares, of Registrant's common
stock.
 
Item 8.   Exhibits.
 
          See the Exhibits Index attached hereto.
3
 
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)
          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
4
 
     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
     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.
5
 
                           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 17th day of
November, 1995.
 
                         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
6
cause to be done by virtue thereof.
 
 
     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      Chairman of the Board         November 17, 1995
 (Charles B. Wang)   (Principal Executive Officer)
 
 
 
/s/Peter A. Schwartz   Senior Vice President-Chief    November 17, 1995
(Peter A. Schwartz)   Financial Officer (Principal
                        Financial and Accounting
                               Officer)
 
 
/s/Russel M. Artzt            Director                November 17, 1995
(Russell M. Artzt)
 
 
/s/Willem F.P. de Vogel       Director                November 17, 1995
(Willem F.P. de Vogel)
 
 
/s/Irving Goldstein           Director                November 17, 1995
(Irving Goldstein)
 
 
/s/Richard A. Grasso          Director                November 17, 1995
(Richard A. Grasso)
 
 
/s/Shirley Strum Kenny        Director                November 17, 1995
(Shirley Strum Kenny)
 
 
/s/Sanjay Kumar               Director                November 17, 1995
(Sanjay Kumar)
 
 
/s/Edward C. Lord             Director                November 17, 1995
(Edward C. Lord)
7
 
 

 
                           INDEX TO EXHIBITS
Exhibits to
Exhibit Number        Description                      This Report
- --------------        -----------                       -----------
4           Computer Associates International, Inc.
                 1991 Stock Incentive Plan (incorporated
                 by reference to Exhibit A to the
                 Registrant's definitive proxy statement
                 dated July 11, 1991 and to Exhibit 4(i)
                 to the Registrant's Annual Report on
                 Form 10-K for the fiscal year ended
                 March 31, 1994)
 
     5           Opinion of Steven M. Woghin, Esq.         Exhibit A
                 as to the legality of the shares
                 being offered
 
    23           Consents of Experts and Counsel           Exhibit B
    23.1         Consent of Ernst & Young LLP
 
    23.2         Consent of Steven M. Woghin, Esq.         Filed as
                 (contained                                Exhibit A
                 in his opinion in Exhibit 5)              hereto