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 Identification No.)
     incorporation or organization)

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

                     1995 KEY EMPLOYEE STOCK OWNERSHIP 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
                     (Name and address of agent for service)
                                 (516) 342-5224
          (Telephone number, including area code, of agent for service)

<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
 Title of Securities to       Amount to be          Proposed Maximum       Proposed Maximum           Amount of
     be Registered            Registered(1)        Offering Price Per     Aggregate Offering      Registration Fee
                                                          Unit                   Price
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                      <C>                          <C>                     <C>                     <C>
Common  Stock,  $.10 par
value     per     share,
together     with    the  14,743,266 Shares            $55.75                  $821,937,080            $228,499
associated    right   to
purchase    shares    of
Series     One    Junior
Participating  Preferred
Stock,  Class A, without
par value.
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
TOTAL:                       14,743,266 Shares                                 $821,937,080            $228,499
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<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.

</TABLE>
<PAGE>







                                                       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 Registrant's annual report on Form 10-K for its fiscal
year ended March 31,  1999,  filed  pursuant  to Sections  13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

                  (b) All other  reports  filed  pursuant to  Sections  13(a) or
15(d) of the  Exchange  Act  since the end of the  fiscal  year  covered  by the
Registrant document referred to in (a) above; and

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

Item 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 Registrant's  common stock to be issued pursuant  hereto,  is employed by
the Registrant as Senior Vice President and General  Counsel.  Mr. Woghin is the
beneficial owner of 2,687 shares (including 2,137 shares credited to his account
in the  Registrant's  tax  qualified  profit  sharing  plan),  and of options to
purchase 64,249 shares of the Registrant's common stock.

Item 6.  Indemnification of Directors and Officers

                  As  permitted  by  Section  of  145 of  the  Delaware  General
Corporation  Law,  Article NINTH of the  Registrant'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 Registrant's  Restated  Certificate of  Incorporation,  as
amended, also limits the personal liability of directors for monetary damages in
certain instances and eliminates director liability for monetary damages arising
from any breach of the director's duty of care.

                  The Registrant maintains insurance on behalf of any person who
is or was a director, officer, employee or agent of the Registrant, or is or was
serving at the request of the  Registrant  as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against any liability asserted against him and incurred by him in any
such  capacity,  or  arising  out of his  status  as  such,  whether  or not the
Registrant  would have the power to indemnify him against such  liability  under
the provisions of the Registrant's  Restated  Certificate of  Incorporation,  as
amended.

Item 7.  Exemption from Registration Claimed.

                  Not Applicable.

Item 8.  Exhibits.

                  See the Exhibits Index attached hereto.


Item 9.  Undertakings.

A.       The undersigned Registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made, a post-effective  amendment to this registration
                  statement:

                  (i)              To include any prospectus required by Section
                                   10(a)(3) of the Securities Act;

                  (ii)              To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  registration  statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,

<PAGE>

                                    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.

<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
19th day of July, 1999.

                                         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      July 15, 1999
                        Director (Principal Executive Officer)
/s/Ira Zar
-----------------------
Ira Zar                 Senior Vice President and Chief            July 15, 1999
                        Financial Officer (Principal Financial
                        and Accounting Officer)
/s/Russell M. Artzt
-----------------------
Russell M. Artzt        Director                                   July 15, 1999

/s/Alfonse M. D'Amato
-----------------------
Alfonse M. D'Amato      Director                                   July 15, 1999

/s/Willem F.P. de Vogel
-----------------------
Willem F.P. de Vogel    Director                                   July 15, 1999


-----------------------
Irving Goldstein        Director                                   July   , 1999

/s/Richard A. Grasso
-----------------------
Richard A. Grasso       Director                                   July 15, 1999

/s/Shirley Strum Kenny
-----------------------
Shirley Strum Kenny     Director                                   July 15, 1999

/s/Sanjay Kumar
-----------------------
Sanjay Kumar            Director                                   July 15, 1999


-----------------------
Roel Pieper             Director                                   July   , 1999


<PAGE>




                                INDEX TO EXHIBITS

Exhibit                                           Exhibits to
Number              Description                   This Report

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

  10.1  1995 Key Employee Stock Ownership Plan    Previously filed as Exhibit B
                                                  to the Registrant's definitive
                                                  Proxy Statement dated July 7,
                                                  1995 and incorporated herein
                                                  by reference.

  23.1  Consent of Ernst & Young LLP              Exhibit 23.1

  23.2  Consent of Steven M. Woghin, Esq.         Filed as Exhibit 5
        (contained in his opinion in
        Exhibit 5)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16811}]
{"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": "333-83147", "film-number": "99666405"}, "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 Identification No.)
     incorporation or organization)

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

                     1995 KEY EMPLOYEE STOCK OWNERSHIP 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
                     (Name and address of agent for service)
                                 (516) 342-5224
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
 Title of Securities to       Amount to be          Proposed Maximum       Proposed Maximum           Amount of
     be Registered            Registered(1)        Offering Price Per     Aggregate Offering      Registration Fee
                                                          Unit                   Price
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common  Stock,  $.10 par
value     per     share,
together     with    the  14,743,266 Shares            $55.75                  $821,937,080            $228,499
associated    right   to
purchase    shares    of
Series     One    Junior
Participating  Preferred
Stock,  Class A, without
par value.
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
TOTAL:                       14,743,266 Shares                                 $821,937,080            $228,499
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
(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.
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 Registrant's annual report on Form 10-K for its fiscal
year ended March 31,  1999,  filed  pursuant  to Sections  13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

                  (b) All other  reports  filed  pursuant to  Sections  13(a) or
15(d) of the  Exchange  Act  since the end of the  fiscal  year  covered  by the
Registrant document referred to in (a) above; and

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

Item 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 Registrant's  common stock to be issued pursuant  hereto,  is employed by
the Registrant as Senior Vice President and General  Counsel.  Mr. Woghin is the
beneficial owner of 2,687 shares (including 2,137 shares credited to his account
in the  Registrant's  tax  qualified  profit  sharing  plan),  and of options to
purchase 64,249 shares of the Registrant's common stock.

Item 6.  Indemnification of Directors and Officers

                  As  permitted  by  Section  of  145 of  the  Delaware  General
Corporation  Law,  Article NINTH of the  Registrant's  Restated  Certificate  of
Incorporation as amended provides:
"The  Corporation  shall to the fullest extent permitted by Section 145
         of the General Corporation Law of Delaware,  as the same may be amended
         and supplemented, indemnify any and all persons who it shall have power
         to  indemnify  under said  section  from and against any and all of the
         expenses,  liabilities  or other  matters  referred to in or covered by
         said section, and the indemnification  provided for herein shall not be
         deemed exclusive of any other rights to which those  indemnified may be
         entitled  under  any  By-law,   agreement,   vote  of  stockholders  or
         disinterested directors or otherwise, both as to action in his official
         capacity  and as to action  in  another  capacity  while  holding  such
         office,  and  shall  continue  as to a person  who has  ceased  to be a
         director,  officer, employee or agent and shall inure to the benefit of
         the heirs, executors and administrators of such person."

                  The Registrant's  Restated  Certificate of  Incorporation,  as
amended, also limits the personal liability of directors for monetary damages in
certain instances and eliminates director liability for monetary damages arising
from any breach of the director's duty of care.

                  The Registrant maintains insurance on behalf of any person who
is or was a director, officer, employee or agent of the Registrant, or is or was
serving at the request of the  Registrant  as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against any liability asserted against him and incurred by him in any
such  capacity,  or  arising  out of his  status  as  such,  whether  or not the
Registrant  would have the power to indemnify him against such  liability  under
the provisions of the Registrant's  Restated  Certificate of  Incorporation,  as
amended.

Item 7.  Exemption from Registration Claimed.

                  Not Applicable.

Item 8.  Exhibits.

                  See the Exhibits Index attached hereto.

Item 9.  Undertakings.

A.       The undersigned Registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made, a post-effective  amendment to this registration
                  statement:

                  (i)              To include any prospectus required by Section
                                   10(a)(3) of the Securities Act;

                  (ii)              To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  registration  statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
represent  a   fundamental   change  in  the
                                    information  set  forth in the  registration
                                    statement; and

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

                  provided, however, that paragraphs A(1)(i) and A(1)(ii) 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
19th day of July, 1999.

                                         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      July 15, 1999
                        Director (Principal Executive Officer)
/s/Ira Zar
-----------------------
Ira Zar                 Senior Vice President and Chief            July 15, 1999
                        Financial Officer (Principal Financial
                        and Accounting Officer)
/s/Russell M. Artzt
-----------------------
Russell M. Artzt        Director                                   July 15, 1999

/s/Alfonse M. D'Amato
-----------------------
Alfonse M. D'Amato      Director                                   July 15, 1999

/s/Willem F.P. de Vogel
-----------------------
Willem F.P. de Vogel    Director                                   July 15, 1999

-----------------------
Irving Goldstein        Director                                   July   , 1999

/s/Richard A. Grasso
-----------------------
Richard A. Grasso       Director                                   July 15, 1999

/s/Shirley Strum Kenny
-----------------------
Shirley Strum Kenny     Director                                   July 15, 1999

/s/Sanjay Kumar
-----------------------
Sanjay Kumar            Director                                   July 15, 1999

-----------------------
Roel Pieper             Director                                   July   , 1999
INDEX TO EXHIBITS

Exhibit                                           Exhibits to
Number              Description                   This Report

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

  10.1  1995 Key Employee Stock Ownership Plan    Previously filed as Exhibit B
                                                  to the Registrant's definitive
                                                  Proxy Statement dated July 7,
                                                  1995 and incorporated herein
                                                  by reference.

  23.1  Consent of Ernst & Young LLP              Exhibit 23.1

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