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 incorporation or    (I.R.S. Employer
organization)                                      Identification No.)

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

            Memco Software Ltd. 1996 Stock Option and Incentive Plan
          Memco Software Ltd. 1996 Stock Option and Incentive Plan (II)
         Memco Software Ltd. 1997 Stock Option and Incentive Plan (III)
          Memco Software Ltd. 1998 Stock Option and Incentive Plan (IV)
               Locus Computing Corporation 1987 Stock Option Plan
                    Logic Works, Inc. 1993 Stock Option Plan
             Logic Works, Inc. 1995 Stock Option/Stock Issuance Plan
  Prodea Software Corporation 1993 Employee Stock Option and Compensation Plan
              Trinzic Corporation 1991 Incentive Stock Option Plan
                  VAYDA CONSULTING INC. 1995 Stock Option Plan
                  VIVID Publishing, Inc. 1997 Stock Option Plan
                  VIVID Publishing, Inc. 1996 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 11788-7000
                     (Name and address of agent for service)
                                 (516) 342-5224
          (Telephone number, including area code, of agent for service)



<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                         Proposed    Proposed
                                         Maximum     Maximum
                                         Offering    Aggregate
Title of Securities to     Amount to be  Price       Offering   Amount of
be Registered              Registered(1) Per Unit    Price      Registration Fee
------------------------ --------------- ----------  ---------- ----------------
<S>                       <C>              <C>       <C>             <C>
Common Stock, $.10 par
value  per   share,
together  with  the       800,000 Shares   $47.375   $37,900,000      $10,537
associated right to
purchase shares of
Series One Junior
Participating Preferred
Stock, Class A, without
par value.
------------------------ --------------- ----------  ---------- ----------------
TOTAL:                   800,000 Shares              $37,900,000       $10,537
--------------------------------------------------------------------------------
<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> 3



                                     PART I

Item 1.  Plan Information

         Each of the plans included as part of this registration  statement will
be assumed by Computer  Associates  International,  Inc.  (the  "Company" or the
"Registrant")  pursuant  to the  Agreement  and  Plan  of  Merger  (the  "Merger
Agreement"),  dated as of March 29, 1999 among the Company, Hard Metal, Inc. and
PLATINUM technology  International,  inc. ("PLATINUM").  Each of these plans had
previously  been assumed by PLATINUM  pursuant to the terms of the agreement and
plan of merger  pursuant to which each issuer was acquired by PLATINUM.  Options
previously  issued  under  each  of the  plans  included  in  this  registration
statement  will be converted  into options to purchase  shares of the  Company's
common stock,  $.10 par value per share.  No  additional  options will be issued
under any of the plans included in this registration statement.

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.

<PAGE> 4

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 Registrant'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  Registrant's  Restated  Certificate of
Incorporation 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 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  ByLaw,   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 a person."

                  The Registrant's  Restated  Certificate of Incorporation  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.

<PAGE> 5
                  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

<PAGE> 6

         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> 7


                                   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
17th day of June, 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> 8


         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   June 17, 1999
                               and Director (Principal Executive
                               Officer)
/s/Ira Zar
------------------------------
Ira Zar                        Senior Vice President and Chief     June 17, 1999
                               Financial Officer (Principal
                               Financial and Accounting Officer)
/s/Russell M. Artzt
------------------------------
Russell M. Artzt               Director                            June 17, 1999

/s/Willem F.P. de Vogel
------------------------------
Willem F.P. de Vogel           Director                            June 17, 1999

/s/Irving Goldstein
------------------------------
Irving Goldstein               Director                            June 17, 1999

/s/Richard A. Grasso
------------------------------
Richard A. Grasso              Director                            June 17, 1999

/s/Shirley Strum Kenny
------------------------------
Shirley Strum Kenny            Director                            June 17, 1999

/s/Sanjay Kumar
------------------------------
Sanjay Kumar                   Director                            June 17, 1999

/s/Roel Pieper
------------------------------
Roel Pieper                    Director                            June 17, 1999



<PAGE>


                                INDEX TO EXHIBITS

Exhibit                                                              Exhibits to
Number                     Description                               This Report

4.1    Logic Works, Inc. 1995 Stock Option/Stock Issuance
       Plan/Stock Issuance Plan (incorporated by reference
       to the Platinum Technology,Inc. Registration Statement
       on Form S-8, Registration No. 333-57311 (the "Platinum
       June 1998 S-8")
4.2    Memco Software Ltd. 1996 Stock Option and Incentive
       Plan (incorporated by reference to Memco's Registration
       Statement on Form S-8, Registration No. 333-6060)

4.3    Memco Software Ltd. 1996 Stock Option and Incentive
       Plan (II)(incorporated by reference to Memco's
       Registration Statement on Form S-8, Registration
       No. 333-6060).
4.4    Memco Software Ltd. 1997 Stock Option and Incentive
       Plan (III)(incorporated by reference to Memco's
       Registration Statement on Form S-8, Registration
       No. 333-8478).
4.5    Memco Software Ltd. 1998 Stock Option and Incentive
       Plan (IV) (incorporated by reference to the Platinum
       Technologies, Inc. Registration Statement on Form S-8,
       Registration Number 333-75323)
4.6    VAYDA CONSULTING INC. 1995 Stock Option Plan
       (incorporated by reference to the Platinum
       Technologies, Inc. Registration Statement on Form S-8,
       Registration Number 333-45131)
4.7    VIVID Publishing, Inc. 1996 Stock Option Plan
       (incorporated by reference to the Platinum June
       1998 S-8)
4.8    VIVID Publishing, Inc. 1997 Stock Option Plan
       (incorporated by reference to the Platinum June
       1998 S-8)
4.9    Locus Computing Corporation 1987 Stock Option Plan     Exhibit 4.9
4.10   Logic Works, Inc. 1993 Stock Option Plan               Exhibit 4.10
4.11   Prodea Software Corporation 1993 Employee Stock        Exhibit 4.11
       Option and Compensation Plan
4.12   Trinzic Corporation 1991 Incentive Stock Option Plan   Exhibit 4.12
5      Opinion of Steven M. Woghin, Esq. as to the legality   Exhibit 5
       of the shares being offered

23.1   Consent of Ernst & Young LLP                           Exhibit 23.1
23.2   Consent of Steven M. Woghin, Esq. (contained in his
       opinion in Exhibit 5)                                  Filed as Exhibit 5
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19006}]
{"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": "333-80883", "film-number": "99647934"}, "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 incorporation or    (I.R.S. Employer
organization)                                      Identification No.)

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

            Memco Software Ltd. 1996 Stock Option and Incentive Plan
          Memco Software Ltd. 1996 Stock Option and Incentive Plan (II)
         Memco Software Ltd. 1997 Stock Option and Incentive Plan (III)
          Memco Software Ltd. 1998 Stock Option and Incentive Plan (IV)
               Locus Computing Corporation 1987 Stock Option Plan
                    Logic Works, Inc. 1993 Stock Option Plan
             Logic Works, Inc. 1995 Stock Option/Stock Issuance Plan
  Prodea Software Corporation 1993 Employee Stock Option and Compensation Plan
              Trinzic Corporation 1991 Incentive Stock Option Plan
                  VAYDA CONSULTING INC. 1995 Stock Option Plan
                  VIVID Publishing, Inc. 1997 Stock Option Plan
                  VIVID Publishing, Inc. 1996 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 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
Title of Securities to     Amount to be  Price       Offering   Amount of
be Registered              Registered(1) Per Unit    Price      Registration Fee
------------------------ --------------- ----------  ---------- ----------------
Common Stock, $.10 par
value  per   share,
together  with  the       800,000 Shares   $47.375   $37,900,000      $10,537
associated right to
purchase shares of
Series One Junior
Participating Preferred
Stock, Class A, without
par value.
------------------------ --------------- ----------  ---------- ----------------
TOTAL:                   800,000 Shares              $37,900,000       $10,537
--------------------------------------------------------------------------------
(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.
3

                                     PART I

Item 1.  Plan Information

         Each of the plans included as part of this registration  statement will
be assumed by Computer  Associates  International,  Inc.  (the  "Company" or the
"Registrant")  pursuant  to the  Agreement  and  Plan  of  Merger  (the  "Merger
Agreement"),  dated as of March 29, 1999 among the Company, Hard Metal, Inc. and
PLATINUM technology  International,  inc. ("PLATINUM").  Each of these plans had
previously  been assumed by PLATINUM  pursuant to the terms of the agreement and
plan of merger  pursuant to which each issuer was acquired by PLATINUM.  Options
previously  issued  under  each  of the  plans  included  in  this  registration
statement  will be converted  into options to purchase  shares of the  Company's
common stock,  $.10 par value per share.  No  additional  options will be issued
under any of the plans included in this registration statement.

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.
4

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 Registrant'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  Registrant's  Restated  Certificate of
Incorporation 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 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  ByLaw,   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 a person."

                  The Registrant's  Restated  Certificate of Incorporation  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.
5
                  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
6

         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.
7

                                   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
17th day of June, 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.
8

         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   June 17, 1999
                               and Director (Principal Executive
                               Officer)
/s/Ira Zar
------------------------------
Ira Zar                        Senior Vice President and Chief     June 17, 1999
                               Financial Officer (Principal
                               Financial and Accounting Officer)
/s/Russell M. Artzt
------------------------------
Russell M. Artzt               Director                            June 17, 1999

/s/Willem F.P. de Vogel
------------------------------
Willem F.P. de Vogel           Director                            June 17, 1999

/s/Irving Goldstein
------------------------------
Irving Goldstein               Director                            June 17, 1999

/s/Richard A. Grasso
------------------------------
Richard A. Grasso              Director                            June 17, 1999

/s/Shirley Strum Kenny
------------------------------
Shirley Strum Kenny            Director                            June 17, 1999

/s/Sanjay Kumar
------------------------------
Sanjay Kumar                   Director                            June 17, 1999

/s/Roel Pieper
------------------------------
Roel Pieper                    Director                            June 17, 1999
INDEX TO EXHIBITS

Exhibit                                                              Exhibits to
Number                     Description                               This Report

4.1    Logic Works, Inc. 1995 Stock Option/Stock Issuance
       Plan/Stock Issuance Plan (incorporated by reference
       to the Platinum Technology,Inc. Registration Statement
       on Form S-8, Registration No. 333-57311 (the "Platinum
       June 1998 S-8")
4.2    Memco Software Ltd. 1996 Stock Option and Incentive
       Plan (incorporated by reference to Memco's Registration
       Statement on Form S-8, Registration No. 333-6060)

4.3    Memco Software Ltd. 1996 Stock Option and Incentive
       Plan (II)(incorporated by reference to Memco's
       Registration Statement on Form S-8, Registration
       No. 333-6060).
4.4    Memco Software Ltd. 1997 Stock Option and Incentive
       Plan (III)(incorporated by reference to Memco's
       Registration Statement on Form S-8, Registration
       No. 333-8478).
4.5    Memco Software Ltd. 1998 Stock Option and Incentive
       Plan (IV) (incorporated by reference to the Platinum
       Technologies, Inc. Registration Statement on Form S-8,
       Registration Number 333-75323)
4.6    VAYDA CONSULTING INC. 1995 Stock Option Plan
       (incorporated by reference to the Platinum
       Technologies, Inc. Registration Statement on Form S-8,
       Registration Number 333-45131)
4.7    VIVID Publishing, Inc. 1996 Stock Option Plan
       (incorporated by reference to the Platinum June
       1998 S-8)
4.8    VIVID Publishing, Inc. 1997 Stock Option Plan
       (incorporated by reference to the Platinum June
       1998 S-8)
4.9    Locus Computing Corporation 1987 Stock Option Plan     Exhibit 4.9
4.10   Logic Works, Inc. 1993 Stock Option Plan               Exhibit 4.10
4.11   Prodea Software Corporation 1993 Employee Stock        Exhibit 4.11
       Option and Compensation Plan
4.12   Trinzic Corporation 1991 Incentive Stock Option Plan   Exhibit 4.12
5      Opinion of Steven M. Woghin, Esq. as to the legality   Exhibit 5
       of the shares being offered

23.1   Consent of Ernst & Young LLP                           Exhibit 23.1
23.2   Consent of Steven M. Woghin, Esq. (contained in his
       opinion in Exhibit 5)                                  Filed as Exhibit 5