Registration No. 333-30842


                       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)

                 KNOWLEDGE WARE, INC. 1988 STOCK INCENTIVE PLAN
       STERLING SOFTWARE, INC. AMENDED AND RESTATED 1996 STOCK OPTION PLAN
                   MYSTECH ASSOCIATES, INC. STOCK OPTION PLAN
                          SYNON 1990 STOCK OPTION PLAN
                   SYNON EXECUTIVE SHARE OPTION SCHEME (U.K.)
             STERLING SOFTWARE, INC. 1999 EMPLOYEE STOCK OPTION PLAN
             INFORMATION ADVANTAGE, INC. 1997 EQUITY INCENTIVE PLAN
               INFORMATION ADVANTAGE, INC. 1992 STOCK OPTION PLAN
                 IQ SOFTWARE CORPORATION 1987 STOCK OPTION PLAN
                 IQ SOFTWARE CORPORATION 1993 STOCK OPTION PLAN
      IQ SOFTWARE CORPORATION 1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
              STERLING SOFTWARE, INC. EMPLOYEE STOCK PURCHASE PLAN
    BACHMAN INFORMATION SYSTEMS, INC. AMENDED AND RESTATED 1986 INCENTIVE AND
                         NONQUALIFIED STOCK OPTION PLAN
CAYENNE SOFTWARE, INC. AMENDED 1996 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
           CAYENNE SOFTWARE, INC. 1998 NONQUALIFIED STOCK OPTION PLAN
   CADRE TECHNOLOGIES, INC. 1988 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
          CADRE TECHNOLOGIES, INC. 1989 NON-STATUTORY STOCK OPTION 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)

<PAGE>
<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE


-------------       ----------------   ------------   ----------   -------------
Title of            Amount to be       Proposed       Proposed     Amount of
Securities          Registered (2)     Maximum        Maximum      Registration
to be                                  Offering       Aggregate    Fee
Registered (1)                         Price          Offering
                                       Per Share (3)  Price
---------------     ----------------   ------------   ----------   -------------
<S>                 <C>                <C>            <C>          <C>
Common   Stock,     7,000,000 Shares   $64.00         $448,000,000 $118,272
$.10 par 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.
</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

<PAGE>
                  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.

<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
21st day of March, 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      March 21, 2000
                       Director (Principal Executive Officer)

/s/ Ira Zar
----------------------
Ira Zar                Senior Vice President and Chief            March 21, 2000
                       Financial Officer (Principal Financial
                       and Accounting Officer)

/s/ Russell M. Artzt
----------------------
Russell M. Artzt       Director                                   March 21, 2000

/s/ Alphonse M. D'Amato
----------------------
Alfonse M. D'Amato     Director                                   March 21, 2000

/s/ Willem F.P. de Vogel
----------------------
Willem F.P. de Vogel   Director                                   March 21, 2000

/s/ Irving Goldstein
----------------------
Irving Goldstein       Director                                   March 21, 2000

/s/ Richard A. Grasso
----------------------
Richard A. Grasso      Director                                   March 21, 2000

/s/ Shirley Strum Kenny
----------------------
Shirley Strum Kenny    Director                                   March 21, 2000

/s/ Sanjay Kumar
----------------------
Sanjay Kumar           Director                                   March 21, 2000

/s/ Roel Pieper
----------------------
Roel Pieper            Director                                   March 21, 2000

<PAGE>


                                INDEX TO EXHIBITS

                                                                     Exhibits to
Exhibit Number                Description                            This Report
    4.1             Provisions of the Restated Certificate of             *
                    Incorporation of Computer Associated 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             Knowledge Ware, Inc. 1988 Stock Incentive Plan        *
                    (incorporated by reference to Registration
                    Statement on Form S-8 filed by Sterling
                    Software, Inc., Reg. No. 033-56681 on
                    December 1, 1994)

    4.6             Sterling Software, Inc. Amended And Restated          *
                    1996 Stock Option Plan (incorporated by
                    reference to the Sterling Software, Inc.
                    Proxy Statement filed on April 24, 1996)

    4.7             Mystech Associates, Inc. Stock Option Plan            *
                    (incorporated by reference to Registration
                    Statement on Form S-8 filed by Sterling
                    Software, Inc., Reg. No. 333-58825 on
                    July 10, 1998)

    4.8             Synon 1990 Stock Option Plan (incorporated            *
                    by reference to Registration Statement on
                    Form S-8 filed by Sterling Software, Inc.,
                    Reg. No. 333-60475 on August 3, 1998)

<PAGE>
    4.9             Synon Executive Share Option Scheme (U.K.)            *
                    (incorporated by reference to Registration
                    Statement on Form S-8 filed by Sterling
                    Software, Inc., Reg. No. 333-60475 on
                    August 3, 1998)

    4.10            Sterling Software, Inc. 1999 Employee Stock           *
                    Option Plan (incorporated by reference to
                    Registration Statement on Form S-8 filed by
                    Sterling Software, Inc., Reg. No. 333-78463
                    on May 14, 1999)

    4.11            Information Advantage, Inc. 1997 Equity               *
                    Incentive Plan (incorporated by reference to
                    Registration Statement on Form S-8 filed by
                    Sterling Software, Inc., Reg. No. 333-86369
                    on September 1, 1999)

    4.12            Information Advantage, Inc. 1992 Stock Option         *
                    Plan (incorporated by reference to Registration
                    Statement on Form S-8 filed by Sterling
                    Software, Inc., Reg. No. 333-86369 on
                    September 1, 1999)

    4.13            IQ Software Corporation 1987 Stock Option Plan        *
                    (incorporated by reference to Registration
                    Statement on Form S-8 filed by Sterling
                    Software, Inc., Reg. No. 333-86369 on
                    September 1, 1999)

    4.14            IQ Software Corporation 1993 Stock Option Plan        *
                    (incorporated by reference to Registration
                    Statement on Form S-8 filed by Sterling
                    Software, Inc., Reg. No. 333-86369 on
                    September 1, 1999)

    4.15            IQ Software Corporation 1994 Non-Employee             *
                    Director Stock Option Plan (incorporated by
                    reference to Registration Statement on Form
                    S-8 filed by Sterling Software, Inc.,
                    Reg. No. 333-86369 on September 1, 1999)

    4.16            Sterling Software, Inc. Employee Stock Purchase
                    Plan (incorporated by reference to the Proxy
                    Statement filed by Sterling Software, Inc. on
                    January 28, 1998)

    4.17            Bachman Information Systems, Inc. Amended And
                    Restated 1986 Incentive And Nonqualified Stock
                    Option Plan  (incorporated by reference to
                    Registration Statement on Form S-8 filed by
                    Sterling Software, Inc., Reg. No. 333-66167 on
                    October 27, 1998)

<PAGE>
    4.18            Cayenne Software, Inc. Amended 1996 Incentive
                    And Nonqualified Stock Option Plan (incorporated
                    by reference to Registration Statement on
                    Form S-8 filed by Sterling Software, Inc.,
                    Reg. No. 333-66167 on October 27, 1998)

    4.19            Cayenne Software, Inc. 1998 Nonqualified Stock
                    Option Plan (incorporated by reference to
                    Registration Statement on Form S-8 filed by
                    Sterling Software, Inc., Reg. No. 333-66167
                    on October 27, 1998)

    4.20            Cadre Technologies, Inc. 1988 Incentive And
                    Non-Statutory Stock Option Plan (incorporated
                    by reference to Registration Statement on
                    Form S-8 filed by Sterling Software, Inc.,
                    Reg. No. 333-66167 on October 27, 1998)

    4.21            Cadre Technologies, Inc. 1989 Non-Statutory
                    Stock Option Plan (incorporated by reference
                    to Registration Statement on Form S-8 filed by
                    Sterling Software, Inc., Reg. No. 333-66167 on
                    October 27, 1998)

    5               Opinion of Steven M. Woghin, Esq. as to the
                    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

    23.3            Consent of KPMG LLP                            Exhibit 23.3

    23.4            Consent of Arthur Andersen LLP                 Exhibit 23.4

    23.5            Consent of Luboshitz, Kasierer & Co.           Exhibit 23.5

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

    24              Power of Attorney                       (see signature page)

         * Incorporated by reference
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Registration No. 333-30842

                       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)

                 KNOWLEDGE WARE, INC. 1988 STOCK INCENTIVE PLAN
       STERLING SOFTWARE, INC. AMENDED AND RESTATED 1996 STOCK OPTION PLAN
                   MYSTECH ASSOCIATES, INC. STOCK OPTION PLAN
                          SYNON 1990 STOCK OPTION PLAN
                   SYNON EXECUTIVE SHARE OPTION SCHEME (U.K.)
             STERLING SOFTWARE, INC. 1999 EMPLOYEE STOCK OPTION PLAN
             INFORMATION ADVANTAGE, INC. 1997 EQUITY INCENTIVE PLAN
               INFORMATION ADVANTAGE, INC. 1992 STOCK OPTION PLAN
                 IQ SOFTWARE CORPORATION 1987 STOCK OPTION PLAN
                 IQ SOFTWARE CORPORATION 1993 STOCK OPTION PLAN
      IQ SOFTWARE CORPORATION 1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
              STERLING SOFTWARE, INC. EMPLOYEE STOCK PURCHASE PLAN
    BACHMAN INFORMATION SYSTEMS, INC. AMENDED AND RESTATED 1986 INCENTIVE AND
                         NONQUALIFIED STOCK OPTION PLAN
CAYENNE SOFTWARE, INC. AMENDED 1996 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
           CAYENNE SOFTWARE, INC. 1998 NONQUALIFIED STOCK OPTION PLAN
   CADRE TECHNOLOGIES, INC. 1988 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
          CADRE TECHNOLOGIES, INC. 1989 NON-STATUTORY STOCK OPTION 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

-------------       ----------------   ------------   ----------   -------------
Title of            Amount to be       Proposed       Proposed     Amount of
Securities          Registered (2)     Maximum        Maximum      Registration
to be                                  Offering       Aggregate    Fee
Registered (1)                         Price          Offering
                                       Per Share (3)  Price
---------------     ----------------   ------------   ----------   -------------
Common   Stock,     7,000,000 Shares   $64.00         $448,000,000 $118,272
$.10 par 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.
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
21st day of March, 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      March 21, 2000
                       Director (Principal Executive Officer)

/s/ Ira Zar
----------------------
Ira Zar                Senior Vice President and Chief            March 21, 2000
                       Financial Officer (Principal Financial
                       and Accounting Officer)

/s/ Russell M. Artzt
----------------------
Russell M. Artzt       Director                                   March 21, 2000

/s/ Alphonse M. D'Amato
----------------------
Alfonse M. D'Amato     Director                                   March 21, 2000

/s/ Willem F.P. de Vogel
----------------------
Willem F.P. de Vogel   Director                                   March 21, 2000

/s/ Irving Goldstein
----------------------
Irving Goldstein       Director                                   March 21, 2000

/s/ Richard A. Grasso
----------------------
Richard A. Grasso      Director                                   March 21, 2000

/s/ Shirley Strum Kenny
----------------------
Shirley Strum Kenny    Director                                   March 21, 2000

/s/ Sanjay Kumar
----------------------
Sanjay Kumar           Director                                   March 21, 2000

/s/ Roel Pieper
----------------------
Roel Pieper            Director                                   March 21, 2000
INDEX TO EXHIBITS

                                                                     Exhibits to
Exhibit Number                Description                            This Report
    4.1             Provisions of the Restated Certificate of             *
                    Incorporation of Computer Associated 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             Knowledge Ware, Inc. 1988 Stock Incentive Plan        *
                    (incorporated by reference to Registration
                    Statement on Form S-8 filed by Sterling
                    Software, Inc., Reg. No. 033-56681 on
                    December 1, 1994)

    4.6             Sterling Software, Inc. Amended And Restated          *
                    1996 Stock Option Plan (incorporated by
                    reference to the Sterling Software, Inc.
                    Proxy Statement filed on April 24, 1996)

    4.7             Mystech Associates, Inc. Stock Option Plan            *
                    (incorporated by reference to Registration
                    Statement on Form S-8 filed by Sterling
                    Software, Inc., Reg. No. 333-58825 on
                    July 10, 1998)

    4.8             Synon 1990 Stock Option Plan (incorporated            *
                    by reference to Registration Statement on
                    Form S-8 filed by Sterling Software, Inc.,
                    Reg. No. 333-60475 on August 3, 1998)
4.9             Synon Executive Share Option Scheme (U.K.)            *
                    (incorporated by reference to Registration
                    Statement on Form S-8 filed by Sterling
                    Software, Inc., Reg. No. 333-60475 on
                    August 3, 1998)

    4.10            Sterling Software, Inc. 1999 Employee Stock           *
                    Option Plan (incorporated by reference to
                    Registration Statement on Form S-8 filed by
                    Sterling Software, Inc., Reg. No. 333-78463
                    on May 14, 1999)

    4.11            Information Advantage, Inc. 1997 Equity               *
                    Incentive Plan (incorporated by reference to
                    Registration Statement on Form S-8 filed by
                    Sterling Software, Inc., Reg. No. 333-86369
                    on September 1, 1999)

    4.12            Information Advantage, Inc. 1992 Stock Option         *
                    Plan (incorporated by reference to Registration
                    Statement on Form S-8 filed by Sterling
                    Software, Inc., Reg. No. 333-86369 on
                    September 1, 1999)

    4.13            IQ Software Corporation 1987 Stock Option Plan        *
                    (incorporated by reference to Registration
                    Statement on Form S-8 filed by Sterling
                    Software, Inc., Reg. No. 333-86369 on
                    September 1, 1999)

    4.14            IQ Software Corporation 1993 Stock Option Plan        *
                    (incorporated by reference to Registration
                    Statement on Form S-8 filed by Sterling
                    Software, Inc., Reg. No. 333-86369 on
                    September 1, 1999)

    4.15            IQ Software Corporation 1994 Non-Employee             *
                    Director Stock Option Plan (incorporated by
                    reference to Registration Statement on Form
                    S-8 filed by Sterling Software, Inc.,
                    Reg. No. 333-86369 on September 1, 1999)

    4.16            Sterling Software, Inc. Employee Stock Purchase
                    Plan (incorporated by reference to the Proxy
                    Statement filed by Sterling Software, Inc. on
                    January 28, 1998)

    4.17            Bachman Information Systems, Inc. Amended And
                    Restated 1986 Incentive And Nonqualified Stock
                    Option Plan  (incorporated by reference to
                    Registration Statement on Form S-8 filed by
                    Sterling Software, Inc., Reg. No. 333-66167 on
                    October 27, 1998)
4.18            Cayenne Software, Inc. Amended 1996 Incentive
                    And Nonqualified Stock Option Plan (incorporated
                    by reference to Registration Statement on
                    Form S-8 filed by Sterling Software, Inc.,
                    Reg. No. 333-66167 on October 27, 1998)

    4.19            Cayenne Software, Inc. 1998 Nonqualified Stock
                    Option Plan (incorporated by reference to
                    Registration Statement on Form S-8 filed by
                    Sterling Software, Inc., Reg. No. 333-66167
                    on October 27, 1998)

    4.20            Cadre Technologies, Inc. 1988 Incentive And
                    Non-Statutory Stock Option Plan (incorporated
                    by reference to Registration Statement on
                    Form S-8 filed by Sterling Software, Inc.,
                    Reg. No. 333-66167 on October 27, 1998)

    4.21            Cadre Technologies, Inc. 1989 Non-Statutory
                    Stock Option Plan (incorporated by reference
                    to Registration Statement on Form S-8 filed by
                    Sterling Software, Inc., Reg. No. 333-66167 on
                    October 27, 1998)

    5               Opinion of Steven M. Woghin, Esq. as to the
                    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

    23.3            Consent of KPMG LLP                            Exhibit 23.3

    23.4            Consent of Arthur Andersen LLP                 Exhibit 23.4

    23.5            Consent of Luboshitz, Kasierer & Co.           Exhibit 23.5

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

    24              Power of Attorney                       (see signature page)

         * Incorporated by reference