Registration No. 33-
----------------------------------------------------------------------
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549
                           FORM S-8
                    REGISTRATION STATEMENT
                            Under
                  THE SECURITIES ACT OF 1933
                  --------------------------

            COMPUTER ASSOCIATES INTERNATIONAL, INC.
   (Exact name of Registrant as specified in its Charter)
                  --------------------------	                        

           Delaware                          13-2857434
  State or other jurisdiction of          (I.R.S. Employer
   incorporation or organization)         Identification No.)
                  --------------------------

                   One Computer Associates
                Islandia, New York 11788-7000
       (Address of principal executive offices) (Zip Code)
                  --------------------------

      CHEYENNE SOFTWARE, INC. 1987 NON-QUALIFIED STOCK OPTION PLAN
  CHEYENNE SOFTWARE, INC. 1992 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

                  (Full title of the plan)
                  --------------------------

                        PETER SCHWARTZ 
         Senior Vice President - Chief Financial Officer
            COMPUTER ASSOCIATES INTERNATIONAL, INC.
   One Computer Associates Plaza, Islandia, New York 11788-7000

            (Name and address of agent for service)
                       (516) 342-5224

     (Telephone number, including area code, of agent for service)
                  --------------------------	                        
                CALCULATION OF REGISTRATION FEE

----------------------------------------------------------------------
                                                                  
<TABLE>
<CAPTION>
                                      Proposed   Proposed 
                                      Maximum    Maximum 
                                      Offering   Aggregate  Amount of
Title of Securities    Amount to be   Price      Offering   Registration
to be Registered       Registered(1)  Per Unit   Price      Fee 
-------------------    -------------  --------   ---------  ------------
<S>                    <C>            <C>        <C>        <C>
Common Stock,$.10 par  25,077 shares  $ 37.512   $  940,688 $  285.06
value per share,       16,718 shares  $ 27.755   $  464,008 $  140.61
together with the      49,540 shares  $ 46.932   $2,325,011 $  704.55
associated right to    33,436 shares  $ 52.735   $1,763,247 $  534.31
purchase shares of       
Series One Junior 
Participating Preferred
Stock, Class A, without
par value.
 TOTAL:                124,771 shares                       $1,664.53

<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> 2
	
      This Registration Statement covers shares of common stock of 
Computer Associates International, Inc. issuable upon exercise of 
certain options to purchase common stock of Computer Associates 
International, Inc. held by certain former directors of Cheyenne 
Software, Inc. all of the outstanding shares of which were acquired by a 
wholly owned subsidiary of Computer Associates International, Inc. 
pursuant to the terms of the Agreement and Plan of Merger dated as of 
October 7, 1996 by and among Computer Associates International, Inc., 
its wholly-owned subsidiary and Cheyenne Software, Inc. (the "Merger 
Agreement") The Options to purchase common stock of Cheyenne Software, 
Inc. had been granted to the directors of Cheyenne Software, Inc. 
pursuant to the Cheyenne 1987 Non-Qualified Stock Option Plan and the 
Cheyenne 1992 Stock Option Plan for Outside Directors.  The Merger 
Agreement provided that all outstanding options to purchase shares of 
common stock of Cheyenne would be converted into options to purchase 
shares of common stock of Computer Associates, Inc. pursuant to a 
formula set forth in the Merger Agreement.  The Merger Agreement also 
provides that Computer Associates International, Inc. would cause the 
shares issuable upon exercise of such options to be registered with the 
Securities and Exchange Commission within 90 days after the merger of 
the Computer Associates International, Inc. merger subsidiary into 
Cheyenne Software, Inc., which occurred on December 2, 1996.

                           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, 1996, 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 

<PAGE> 3

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 168 shares, and of options to 
purchase 4,590 shares, of 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 

<PAGE> 4

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.

<PAGE> 5

      (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> 6

                          SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of 
the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the Town of Islip, County of Suffolk and 
State of New York on the 30th day of December, 1996.

                             COMPUTER ASSOCIATES INTERNATIONAL, INC.



                             By: /s/ Peter Schwartz
                                 --------------------------
                                     Peter Schwartz
						 Senior Vice President
						 Chief Financial Officer





                      POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature 
appears below constitutes and appoints Charles B. Wang and Peter 
Schwartz, and each of them, his true and lawful attorneys-in-fact and 
agents with full power of substitution, for him and in his name, place 
and stead, in any and all capacities, to sign any and all amendments 
(including post-effective amendments) to this Registration Statement, 
and to file the same, with all exhibits thereto, and all documents in 
connection therewith, with the Securities and Exchange Commission, 
granting unto said attorneys-in-fact and agents, and each of them, full 
power and authority to do and perform each and every act and thing 
requisite and necessary to be done in and about the premises, as fully 
to all intents and purposes as he might or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact and agents or 
any of them, or their or his substitutes, may lawfully do or cause to be 
done by virtue thereof.

<PAGE> 7

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in 
the capacities and on the dates indicated:

          Name                    Title                     Date
       
/s/ Charles B. Wang
-----------------------   Chairman of the Board      December 30, 1996
   (Charles B. Wang)      (Principal Executive
                          Officer)
/s/ Peter Schwartz
-----------------------   Senior Vice President -    December 30, 1996
   (Peter Schwartz)       Chief Financial Officer 
                          (Principal Financial and
                          Accounting Officer)

-----------------------   Director
(Russell M. Artzt)

-----------------------   Director
(William F.P. de Vogel)

/s/ Irving Goldstein      Director                   December 31, 1996
-----------------------
   (Irving Goldstein)

/s/ Richard A. Grasso     Director                   December 30, 1996
-----------------------
   (Richard A. Grasso)

-----------------------   Director
(Shirley Strum Kenny)

/s/ Sanjay Kumar          Director                   December 30, 1996
-----------------------
   (Sanjay Kumar)

<PAGE> 8

                        INDEX TO EXHIBITS

Exhibit                                                 Exhibits to
Number             Description                          This Report 

4.1      Cheyenne Software, Inc. 1987 Non-Qualified     Exhibit A
         Stock Option Plan 

4.2      Cheyenne Software, Inc. 1992 Stock Option      Exhibit B
         Plan for Outside Directors

4.3      Agreement and Plan of Merger dated as of
         October 7, 1996 by and among Computer 
         Associates International, Inc., 
         Tse-Tsehese-staestse, Inc. incorporated by
         reference to Exhibit 11(c)(1) to Registrant's
         Schedule 14D-1 filed October 11, 1996

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

23.1     Consent of Ernst & Young LLP                   Exhibit D

23.2     Consent of Steven M. Woghin, Esq.              Filed as Exhibit
         (contained in his opinion in Exhibit 5)        C hereto
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{"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": "333-19071", "film-number": "96688939"}, "business-address": {"street1": "ONE COMPUTER ASSOCIATES PLAZA", "city": "ISLANDIA", "state": "NY", "zip": "11788", "phone": "5163425224"}}
Registration No. 33-
----------------------------------------------------------------------
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549
                           FORM S-8
                    REGISTRATION STATEMENT
                            Under
                  THE SECURITIES ACT OF 1933
                  --------------------------

            COMPUTER ASSOCIATES INTERNATIONAL, INC.
   (Exact name of Registrant as specified in its Charter)
                  --------------------------	                        

           Delaware                          13-2857434
  State or other jurisdiction of          (I.R.S. Employer
   incorporation or organization)         Identification No.)
                  --------------------------

                   One Computer Associates
                Islandia, New York 11788-7000
       (Address of principal executive offices) (Zip Code)
                  --------------------------

      CHEYENNE SOFTWARE, INC. 1987 NON-QUALIFIED STOCK OPTION PLAN
  CHEYENNE SOFTWARE, INC. 1992 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

                  (Full title of the plan)
                  --------------------------

                        PETER SCHWARTZ 
         Senior Vice President - Chief Financial Officer
            COMPUTER ASSOCIATES INTERNATIONAL, INC.
   One Computer Associates Plaza, Islandia, New York 11788-7000

            (Name and address of agent for service)
                       (516) 342-5224

     (Telephone number, including area code, of agent for service)
                  --------------------------	                        
                CALCULATION OF REGISTRATION FEE

----------------------------------------------------------------------
Proposed   Proposed 
                                      Maximum    Maximum 
                                      Offering   Aggregate  Amount of
Title of Securities    Amount to be   Price      Offering   Registration
to be Registered       Registered(1)  Per Unit   Price      Fee 
-------------------    -------------  --------   ---------  ------------
Common Stock,$.10 par  25,077 shares  $ 37.512   $  940,688 $  285.06
value per share,       16,718 shares  $ 27.755   $  464,008 $  140.61
together with the      49,540 shares  $ 46.932   $2,325,011 $  704.55
associated right to    33,436 shares  $ 52.735   $1,763,247 $  534.31
purchase shares of       
Series One Junior 
Participating Preferred
Stock, Class A, without
par value.
 TOTAL:                124,771 shares                       $1,664.53
(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
	
      This Registration Statement covers shares of common stock of 
Computer Associates International, Inc. issuable upon exercise of 
certain options to purchase common stock of Computer Associates 
International, Inc. held by certain former directors of Cheyenne 
Software, Inc. all of the outstanding shares of which were acquired by a 
wholly owned subsidiary of Computer Associates International, Inc. 
pursuant to the terms of the Agreement and Plan of Merger dated as of 
October 7, 1996 by and among Computer Associates International, Inc., 
its wholly-owned subsidiary and Cheyenne Software, Inc. (the "Merger 
Agreement") The Options to purchase common stock of Cheyenne Software, 
Inc. had been granted to the directors of Cheyenne Software, Inc. 
pursuant to the Cheyenne 1987 Non-Qualified Stock Option Plan and the 
Cheyenne 1992 Stock Option Plan for Outside Directors.  The Merger 
Agreement provided that all outstanding options to purchase shares of 
common stock of Cheyenne would be converted into options to purchase 
shares of common stock of Computer Associates, Inc. pursuant to a 
formula set forth in the Merger Agreement.  The Merger Agreement also 
provides that Computer Associates International, Inc. would cause the 
shares issuable upon exercise of such options to be registered with the 
Securities and Exchange Commission within 90 days after the merger of 
the Computer Associates International, Inc. merger subsidiary into 
Cheyenne Software, Inc., which occurred on December 2, 1996.

                           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, 1996, 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
3

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 168 shares, and of options to 
purchase 4,590 shares, of 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
4

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.
5

      (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.
6

                          SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of 
the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the Town of Islip, County of Suffolk and 
State of New York on the 30th day of December, 1996.

                             COMPUTER ASSOCIATES INTERNATIONAL, INC.

                             By: /s/ Peter Schwartz
                                 --------------------------
                                     Peter Schwartz
						 Senior Vice President
						 Chief Financial Officer

                      POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature 
appears below constitutes and appoints Charles B. Wang and Peter 
Schwartz, and each of them, his true and lawful attorneys-in-fact and 
agents with full power of substitution, for him and in his name, place 
and stead, in any and all capacities, to sign any and all amendments 
(including post-effective amendments) to this Registration Statement, 
and to file the same, with all exhibits thereto, and all documents in 
connection therewith, with the Securities and Exchange Commission, 
granting unto said attorneys-in-fact and agents, and each of them, full 
power and authority to do and perform each and every act and thing 
requisite and necessary to be done in and about the premises, as fully 
to all intents and purposes as he might or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact and agents or 
any of them, or their or his substitutes, may lawfully do or cause to be 
done by virtue thereof.
7

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in 
the capacities and on the dates indicated:

          Name                    Title                     Date
       
/s/ Charles B. Wang
-----------------------   Chairman of the Board      December 30, 1996
   (Charles B. Wang)      (Principal Executive
                          Officer)
/s/ Peter Schwartz
-----------------------   Senior Vice President -    December 30, 1996
   (Peter Schwartz)       Chief Financial Officer 
                          (Principal Financial and
                          Accounting Officer)

-----------------------   Director
(Russell M. Artzt)

-----------------------   Director
(William F.P. de Vogel)

/s/ Irving Goldstein      Director                   December 31, 1996
-----------------------
   (Irving Goldstein)

/s/ Richard A. Grasso     Director                   December 30, 1996
-----------------------
   (Richard A. Grasso)

-----------------------   Director
(Shirley Strum Kenny)

/s/ Sanjay Kumar          Director                   December 30, 1996
-----------------------
   (Sanjay Kumar)
8

                        INDEX TO EXHIBITS

Exhibit                                                 Exhibits to
Number             Description                          This Report 

4.1      Cheyenne Software, Inc. 1987 Non-Qualified     Exhibit A
         Stock Option Plan 

4.2      Cheyenne Software, Inc. 1992 Stock Option      Exhibit B
         Plan for Outside Directors

4.3      Agreement and Plan of Merger dated as of
         October 7, 1996 by and among Computer 
         Associates International, Inc., 
         Tse-Tsehese-staestse, Inc. incorporated by
         reference to Exhibit 11(c)(1) to Registrant's
         Schedule 14D-1 filed October 11, 1996

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

23.1     Consent of Ernst & Young LLP                   Exhibit D

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