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
               Islandia, New York 11788-7000
     (Address of principal executive offices)(Zip Code)	
                --------------------------                
      COMPUTER ASSOCIATES 1998 SALES COMPENSATION PLAN
    COMPUTER ASSOCIATES 1998 EMPLOYEE STOCK PURCHASE PLAN
                (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   Amount of
Title of Securities  Amount to be      Price       Offering    Regristration
to be Registered	   Registered (1)    Per Unit    Price       Fee
-------------------  --------------    --------    ---------   -------------
<S>                  <C>               <C>         <C>         <C>
Common Stock, $.10     500,000 Shares  $ 33.75     $16,875,000 $  4,978.13
par value per share, 1,500,000 Shares  $ 33.75     $50,625,000 $ 14,934.38
together with the 
associated right to
purchase shares of
Series One Junior
Participating
Preferred Stock,
Class A, without
par value.		
----------------------------------------------------------------------------
----------------------------------------------------------------------------
TOTAL:               2,000,000 Shares              $67,500,000 $ 19,912.51
----------------------------------------------------------------------------
<FN>



(1)    Rights are attached to and trade with the Registrants 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 Registrants annual report on Form 10-K for its 
fiscal year ended March 31, 1998, 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 Registrants common stock, par 
value $.10 per share, outlined in the Registrants registration statement on 
Form 8-A filed under the Exchange Act, which in turn incorporates by 
reference the description in the Registrants 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 Registrants 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 252 shares, and of options to purchase 126,441 
shares, of Registrants common stock.

Item 6.  Indemnification of Directors and Officers

              As permitted by Section of 145 of the Delaware General 

<PAGE> 3

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 Registrants 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 directors 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 Registrants 
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 
Registrants 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 connection with the securities being registered, the Registrant 
will, unless in the opinion of its counsel the matter has been settled by 

<PAGE> 5

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 21st day of August, 1998.



                             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 and Director 
                             (Principal Executive
                             Officer)                  August 21, 1998


/s/ Ira Zar			
----------------------------
Ira Zar                      Senior Vice President
                             and Chief Financial
                             Officer (Principal        August 21, 1998
                             Financial and Accounting 
                             Officer)	

/s/ Russell M. Artzt			
----------------------------
Russell M. Artzt             Director                  August 21, 1998
			

/s/ Willem F.P. de Vogel
----------------------------
Willem F.P. de Vogel         Director                  August 21, 1998

			

/s/ Irving Goldstein
----------------------------
Irving Goldstein             Director                  August 21, 1998
			

/s/ Richard A. Grasso
----------------------------
Richard A. Grasso            Director                  August 21, 1998
			

/s/ Shirley Strum Kenny
----------------------------
Shirley Strum Kenny          Director                  August 21, 1998
			

/s/ Sanjay Kumar
-----------------------------
Sanjay Kumar                 Director                  August 21, 1998



<PAGE> 

                       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 Associates 1998 Sales Compensation
        Plan                                            Exhibit 10.1

	

10.2    Computer Associates 1998 Employee Stock
        Purchase Plan                                   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": 14661}]
{"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": "333-62055", "film-number": "98696010"}, "business-address": {"street1": "ONE COMPUTER ASSOCIATES PLAZA", "city": "ISLANDIA", "state": "NY", "zip": "11788", "phone": "5163425224"}}
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
               Islandia, New York 11788-7000
     (Address of principal executive offices)(Zip Code)	
                --------------------------                
      COMPUTER ASSOCIATES 1998 SALES COMPENSATION PLAN
    COMPUTER ASSOCIATES 1998 EMPLOYEE STOCK PURCHASE PLAN
                (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   Amount of
Title of Securities  Amount to be      Price       Offering    Regristration
to be Registered	   Registered (1)    Per Unit    Price       Fee
-------------------  --------------    --------    ---------   -------------
Common Stock, $.10     500,000 Shares  $ 33.75     $16,875,000 $  4,978.13
par value per share, 1,500,000 Shares  $ 33.75     $50,625,000 $ 14,934.38
together with the 
associated right to
purchase shares of
Series One Junior
Participating
Preferred Stock,
Class A, without
par value.		
----------------------------------------------------------------------------
----------------------------------------------------------------------------
TOTAL:               2,000,000 Shares              $67,500,000 $ 19,912.51
----------------------------------------------------------------------------
(1)    Rights are attached to and trade with the Registrants 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 Registrants annual report on Form 10-K for its 
fiscal year ended March 31, 1998, 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 Registrants common stock, par 
value $.10 per share, outlined in the Registrants registration statement on 
Form 8-A filed under the Exchange Act, which in turn incorporates by 
reference the description in the Registrants 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 Registrants 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 252 shares, and of options to purchase 126,441 
shares, of Registrants common stock.

Item 6.  Indemnification of Directors and Officers

              As permitted by Section of 145 of the Delaware General
3

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 Registrants 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 directors 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 Registrants 
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 
Registrants 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 connection with the securities being registered, the Registrant 
will, unless in the opinion of its counsel the matter has been settled by
5

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 21st day of August, 1998.

                             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 and Director 
                             (Principal Executive
                             Officer)                  August 21, 1998

/s/ Ira Zar			
----------------------------
Ira Zar                      Senior Vice President
                             and Chief Financial
                             Officer (Principal        August 21, 1998
                             Financial and Accounting 
                             Officer)	

/s/ Russell M. Artzt			
----------------------------
Russell M. Artzt             Director                  August 21, 1998
			

/s/ Willem F.P. de Vogel
----------------------------
Willem F.P. de Vogel         Director                  August 21, 1998

			

/s/ Irving Goldstein
----------------------------
Irving Goldstein             Director                  August 21, 1998
			

/s/ Richard A. Grasso
----------------------------
Richard A. Grasso            Director                  August 21, 1998
			

/s/ Shirley Strum Kenny
----------------------------
Shirley Strum Kenny          Director                  August 21, 1998
			

/s/ Sanjay Kumar
-----------------------------
Sanjay Kumar                 Director                  August 21, 1998
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 Associates 1998 Sales Compensation
        Plan                                            Exhibit 10.1

	

10.2    Computer Associates 1998 Employee Stock
        Purchase Plan                                   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