Registration No. 333-
________________________________________________________________________________

                       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 Identification No.)
incorporation or organization)

                          One Computer Associates Plaza
                         Islandia, New York 11749-7000
               (Address of principal executive offices)(Zip Code)

                     YEAR 2000 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 11749-7000
                     (Name and address of agent for service)
                                 (631) 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 (2)    Share (3)  Price           Fee
---------------------- ---------------   ---------  ------------    ------------
<S>                    <C>               <C>        <C>             <C>
Common Stock, $.10 par 30,000,000 Shares $56.60     $1,698,000,000  $448,272
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) 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>
<FN>
(2) In addition,  pursuant to Section 416 under the  Securities  Act of 1933, as
amended,  this Registration  Statement shall also cover any additional shares of
Common  Stock  which may become  issuable  by reason of any stock  split,  stock
dividend   recapitalization  or  other  similar  transaction   effected  without
consideration  which  results  in an  increase  in the  number of the  Company's
outstanding  shares of Common  Stock.
</FN>
<FN>
(3) Estimated solely for the purpose of computing the amount of the registration
fee under Rules 457(c) and 457(h) of the Securities Act of 1933, as amended. The
Year 2000 Employee Stock Purchase Plan establishes a purchase price equal to 85%
of the fair market value of the  Company's  Common  Stock on certain  dates and,
therefore,  the price for  purchase  rights under this plan is based upon 85% of
the average of the high and low prices of the Common  Stock on February 25, 2000
as reported on the New York Stock Exchange composite Tape
</FN>
</TABLE>
<PAGE>
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

Computer Associates  International,  Inc. (the "Company") hereby incorporates by
reference  the  following  documents  filed  with the  Securities  and  Exchange
Commission (the "Commission"):

           (a)      The Company's annual report on Form 10-K for its fiscal year
ended March 31, 1999;

           (b)      All other reports filed by the Company  pursuant to Sections
13(a)  or  15(d) of  the  Securities  Exchange  Act  of  1934,  as  amended (the
"Exchange Act"), since March 31, 1999; and

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

           All  reports  and  other documents  subsequently filed by the Company
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered have been sold or which  deregisters  all securities  remaining  unsold,
shall be deemed to be incorporated  by reference  herein and to be a part hereof
from the date of filing of such documents.

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
Company's common stock to be issued pursuant hereto,  is employed by the Company
as Senior Vice President and General Counsel. Mr. Woghin is the beneficial owner
of  15,027  shares  (including  4,098  shares  credited  to his  account  in the
Company's tax qualified  profit sharing plan), and of options to purchase 67,874
shares of the Company's common stock.

Item 6.  Indemnification of Directors and Officers

           As permitted by Section of 145 of the  Delaware  General  Corporation
Law,  Article EIGHTH of the Company's  Restated  Certificate of Incorporation as
amended provides:

<PAGE>

         "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 Company'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 Company maintains insurance on behalf of any person who is or was
a director,  officer,  employee or agent of the Company, or is or was serving at
the request of the Company 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  Company  would have the
power to  indemnify  him against  such  liability  under the  provisions  of the
Company's Restated Certificate of Incorporation, as amended.

Item 7.  Exemption from Registration Claimed.

           Not Applicable.

Item 8.  Exhibits.

           See the Index to Exhibits 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

<PAGE>
           (iii)  to  include  any material information with respect to the plan
                  of  distribution not previously disclosed  in the registration
                  statement or any material change to  such  information  in the
                  registration statement;

                  provided,  however,  that paragraphs A(1)(i) and  A (1)(ii) do
                  not  apply  if  the  information  required to be included in a
                  post-effective  amendment  by those paragraphs is contained in
                  periodic reports filed by the registrant  pursuant to  Section
                  13 or Section  15(d) of the  Securities  Exchange  Act of 1934
                  that  are  incorporated  by  reference  in  this  registration
                  statement.

      (2)  That,   for  the  purpose  of determining  any  liability  under  the
           Securities  Act, each such  post-effective  amendment shall be deemed
           to be a new registration statement relating to the securities offered
           therein,  and  the  offering of such securities at that time shall be
           deemed to be initial bona fide offering thereof.

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

B.    The  undersigned  registrant  hereby  undertakes  that,  for  purposes  of
      determining  any  liability  under  the Securities Act, each filing of the
      registrant's  annual report  pursuant to Section 13(a) or Section 15(d) of
      the Securities  Exchange Act of 1934 that is incorporated by reference  in
      the  registration  statement  shall be deemed to  be  a  new  registration
      statement  relating to the securities  offered  therein,  and the offering
      of  such  securities  at  that time shall be deemed to be the initial bona
      fide offering thereof.

C.    Insofar as  indemnification for liabilities  arising under the  Securities
      Act may be permitted to directors, officers and controlling  person of the
      registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
      registrant has been advised  that in  the  opinion  of  the Securities and
      Exchange  Commission  such  indemnification  is  against  public policy as
      expressed in the Act and is,  therefore, unenforceable.  In the event that
      a  claim  for  indemnification  against such  liabilities  (other than the
      payment by the registrant  of  expenses  incurred  or paid by a  director,
      officer or controlling person of the registrant in the  successful defense
      of any action, suit or proceeding) is asserted by such  director,  officer
      or controlling person in 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>
                                   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
28th day of February, 2000.

                                         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>

      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)                   February 28, 2000

/s/ Ira Zar
----------------------------------------
Ira Zar                   Senior Vice President and Chief
                          Financial Officer (Principal
                          Financial and Accounting
                          Officer)                             February 28, 2000

/s/ Russell M. Artzt
----------------------------------------
Russell M. Artzt         Director                              February 28, 2000

/s/ Alfonse M. D'Amato
----------------------------------------
Alfonse M. D'Amato       Director                              February 28, 2000

/s/ Willem F.P. de Vogel
----------------------------------------
Willem F.P. de Vogel     Director                              February 28, 2000

/s/ Irving Goldstein
----------------------------------------
Irving Goldstein         Director                              February 28, 2000

/s/ Richard A. Grasso
----------------------------------------
Richard A. Grasso        Director                              February 28, 2000

/s/ Shirley Strum Kenny
----------------------------------------
Shirley Strum Kenny      Director                              February 28, 2000

/s/ Sanjay Kumar
----------------------------------------
Sanjay Kumar             Director                              February 28, 2000


----------------------------------------
Roel Pieper              Director                              February 28, 2000

<PAGE>
                                INDEX TO EXHIBITS

                                                                     Exhibits to
Exhibit Number    Description                                        This Report

4.1               Provisions of the Restated Certificate of               *
                  Incorporation of Computer Associates dated
                  February 3, 1999, that define the rights of
                  security holders of Computer Associates
                  (incorporated by reference to Exhibit 3(I) to
                  Computer Associates' Form 10-Q for the quarter
                  ended December 31, 1998)

4.2               Provisions of the Bylaws of Computer Associates,        *
                  as amended effective January 19, 1999, that define
                  the rights of security holders of Computer
                  Associates (incorporated by reference to Exhibit
                  3(II) to Computer Associates' Form 10-Q for the
                  quarter ended December 31, 1998)

4.3               Rights Agreement ("Rights Agreement") dated as of       *
                  June 18, 1991 between Computer Associates and
                  Manufacturers Hanover Trust Company (incorporated
                  by reference to Exhibit 4 to Computer Associates'
                  Form 8-K dated June 18, 1991)


4.4               Amendment No. 1 dated May 17, 1995 to Rights            *
                  Agreement (incorporated by reference to Exhibit C
                  to Computer Associates' Form 10-K for the fiscal
                  year ended March 31, 1995)

4.5               Year 2000 Employee Stock Purchase Plan                  *
                  (incorporated by reference to Exhibit A to Computer
                  Associates' definitive Proxy Statement dated
                  July 12, 1999)

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


23.1              Consent of Ernst & Young LLP                      Exhibit 23.1

23.2              Consent of Ernst & Young LLP                      Exhibit 23.2

23.4              Consent of KPMG LLP                               Exhibit 23.3

23.5              Consent of Arthur Andersen LLP                    Exhibit 23.4

23.6              Consent of Luboshitz, Kasierer & Co.              Exhibit 23.5

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

<PAGE>
24                Power of Attorney                         (see signature page)

         * Incorporated by reference
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Registration No. 333-
________________________________________________________________________________

                       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 Identification No.)
incorporation or organization)

                          One Computer Associates Plaza
                         Islandia, New York 11749-7000
               (Address of principal executive offices)(Zip Code)

                     YEAR 2000 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 11749-7000
                     (Name and address of agent for service)
                                 (631) 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 (2)    Share (3)  Price           Fee
---------------------- ---------------   ---------  ------------    ------------
Common Stock, $.10 par 30,000,000 Shares $56.60     $1,698,000,000  $448,272
value per share,
together 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) In addition,  pursuant to Section 416 under the  Securities  Act of 1933, as
amended,  this Registration  Statement shall also cover any additional shares of
Common  Stock  which may become  issuable  by reason of any stock  split,  stock
dividend   recapitalization  or  other  similar  transaction   effected  without
consideration  which  results  in an  increase  in the  number of the  Company's
outstanding  shares of Common  Stock.
(3) Estimated solely for the purpose of computing the amount of the registration
fee under Rules 457(c) and 457(h) of the Securities Act of 1933, as amended. The
Year 2000 Employee Stock Purchase Plan establishes a purchase price equal to 85%
of the fair market value of the  Company's  Common  Stock on certain  dates and,
therefore,  the price for  purchase  rights under this plan is based upon 85% of
the average of the high and low prices of the Common  Stock on February 25, 2000
as reported on the New York Stock Exchange composite Tape
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

Computer Associates  International,  Inc. (the "Company") hereby incorporates by
reference  the  following  documents  filed  with the  Securities  and  Exchange
Commission (the "Commission"):

           (a)      The Company's annual report on Form 10-K for its fiscal year
ended March 31, 1999;

           (b)      All other reports filed by the Company  pursuant to Sections
13(a)  or  15(d) of  the  Securities  Exchange  Act  of  1934,  as  amended (the
"Exchange Act"), since March 31, 1999; and

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

           All  reports  and  other documents  subsequently filed by the Company
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered have been sold or which  deregisters  all securities  remaining  unsold,
shall be deemed to be incorporated  by reference  herein and to be a part hereof
from the date of filing of such documents.

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
Company's common stock to be issued pursuant hereto,  is employed by the Company
as Senior Vice President and General Counsel. Mr. Woghin is the beneficial owner
of  15,027  shares  (including  4,098  shares  credited  to his  account  in the
Company's tax qualified  profit sharing plan), and of options to purchase 67,874
shares of the Company's common stock.

Item 6.  Indemnification of Directors and Officers

           As permitted by Section of 145 of the  Delaware  General  Corporation
Law,  Article EIGHTH of the Company'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 Company'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 Company maintains insurance on behalf of any person who is or was
a director,  officer,  employee or agent of the Company, or is or was serving at
the request of the Company 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  Company  would have the
power to  indemnify  him against  such  liability  under the  provisions  of the
Company's Restated Certificate of Incorporation, as amended.

Item 7.  Exemption from Registration Claimed.

           Not Applicable.

Item 8.  Exhibits.

           See the Index to Exhibits 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) do
                  not  apply  if  the  information  required to be included in a
                  post-effective  amendment  by those paragraphs is contained in
                  periodic reports filed by the registrant  pursuant to  Section
                  13 or Section  15(d) of the  Securities  Exchange  Act of 1934
                  that  are  incorporated  by  reference  in  this  registration
                  statement.

      (2)  That,   for  the  purpose  of determining  any  liability  under  the
           Securities  Act, each such  post-effective  amendment shall be deemed
           to be a new registration statement relating to the securities offered
           therein,  and  the  offering of such securities at that time shall be
           deemed to be initial bona fide offering thereof.

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

B.    The  undersigned  registrant  hereby  undertakes  that,  for  purposes  of
      determining  any  liability  under  the Securities Act, each filing of the
      registrant's  annual report  pursuant to Section 13(a) or Section 15(d) of
      the Securities  Exchange Act of 1934 that is incorporated by reference  in
      the  registration  statement  shall be deemed to  be  a  new  registration
      statement  relating to the securities  offered  therein,  and the offering
      of  such  securities  at  that time shall be deemed to be the initial bona
      fide offering thereof.

C.    Insofar as  indemnification for liabilities  arising under the  Securities
      Act may be permitted to directors, officers and controlling  person of the
      registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
      registrant has been advised  that in  the  opinion  of  the Securities and
      Exchange  Commission  such  indemnification  is  against  public policy as
      expressed in the Act and is,  therefore, unenforceable.  In the event that
      a  claim  for  indemnification  against such  liabilities  (other than the
      payment by the registrant  of  expenses  incurred  or paid by a  director,
      officer or controlling person of the registrant in the  successful defense
      of any action, suit or proceeding) is asserted by such  director,  officer
      or controlling person in 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.
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
28th day of February, 2000.

                                         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.
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)                   February 28, 2000

/s/ Ira Zar
----------------------------------------
Ira Zar                   Senior Vice President and Chief
                          Financial Officer (Principal
                          Financial and Accounting
                          Officer)                             February 28, 2000

/s/ Russell M. Artzt
----------------------------------------
Russell M. Artzt         Director                              February 28, 2000

/s/ Alfonse M. D'Amato
----------------------------------------
Alfonse M. D'Amato       Director                              February 28, 2000

/s/ Willem F.P. de Vogel
----------------------------------------
Willem F.P. de Vogel     Director                              February 28, 2000

/s/ Irving Goldstein
----------------------------------------
Irving Goldstein         Director                              February 28, 2000

/s/ Richard A. Grasso
----------------------------------------
Richard A. Grasso        Director                              February 28, 2000

/s/ Shirley Strum Kenny
----------------------------------------
Shirley Strum Kenny      Director                              February 28, 2000

/s/ Sanjay Kumar
----------------------------------------
Sanjay Kumar             Director                              February 28, 2000

----------------------------------------
Roel Pieper              Director                              February 28, 2000
INDEX TO EXHIBITS

                                                                     Exhibits to
Exhibit Number    Description                                        This Report

4.1               Provisions of the Restated Certificate of               *
                  Incorporation of Computer Associates dated
                  February 3, 1999, that define the rights of
                  security holders of Computer Associates
                  (incorporated by reference to Exhibit 3(I) to
                  Computer Associates' Form 10-Q for the quarter
                  ended December 31, 1998)

4.2               Provisions of the Bylaws of Computer Associates,        *
                  as amended effective January 19, 1999, that define
                  the rights of security holders of Computer
                  Associates (incorporated by reference to Exhibit
                  3(II) to Computer Associates' Form 10-Q for the
                  quarter ended December 31, 1998)

4.3               Rights Agreement ("Rights Agreement") dated as of       *
                  June 18, 1991 between Computer Associates and
                  Manufacturers Hanover Trust Company (incorporated
                  by reference to Exhibit 4 to Computer Associates'
                  Form 8-K dated June 18, 1991)

4.4               Amendment No. 1 dated May 17, 1995 to Rights            *
                  Agreement (incorporated by reference to Exhibit C
                  to Computer Associates' Form 10-K for the fiscal
                  year ended March 31, 1995)

4.5               Year 2000 Employee Stock Purchase Plan                  *
                  (incorporated by reference to Exhibit A to Computer
                  Associates' definitive Proxy Statement dated
                  July 12, 1999)

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

23.1              Consent of Ernst & Young LLP                      Exhibit 23.1

23.2              Consent of Ernst & Young LLP                      Exhibit 23.2

23.4              Consent of KPMG LLP                               Exhibit 23.3

23.5              Consent of Arthur Andersen LLP                    Exhibit 23.4

23.6              Consent of Luboshitz, Kasierer & Co.              Exhibit 23.5

23.7              Consent of Steven M. Woghin, Esq.           Filed as Exhibit 5
                  (contained in his opinion to Exhibit 5)
24                Power of Attorney                         (see signature page)

         * Incorporated by reference