As filed with the Securities and Exchange Commission on May 31, 1994
                            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 Plaza              11788-7000
         Islandia, New York        
         (Address of principal executive offices)   (Zip Code)
                         ________________________

                   COMPUTER ASSOCIATES INTERNATIONAL, INC.
             1993 STOCK OPTION PLAN FOR NON-EMPLOYEE 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
    Title of                             Maximum   Maximum
    Securities             Amount        Offering  Aggregate     Amount of
    to be                  to be         Price Per Offering      Registration
    Registered             Registered(1) Unit(2)   Price(2)      Fee
 <S>                       <C>           <C>       <C>           <C>
 Common Stock, $.10 par    100,000 shs   $37.125   $3,712,500.00 $1,281.00
 value per share, together
 with the associated right
 to purchase shares of
 Series One Junior 
 Participating Preferred
 Stock, Class A, without
 par value.    
 ===========================================================================
<FN>
 (1)  Rights are attached to and trade with the Registrant's Common Stock and
      are issued for no additional consideration.  The value attributable to 
      such Rights, if any, is reflected in the market price of the Common  
      Stock.  No additional registration fee is required.
<FN>
 (2)   Estimated solely for the purposes of determining the amount of the  
       registration fee in accordance with Rule 457(g) on the basis of the 
       price at which stock of the same class sold on the New York Stock   
       Exchange on May 25, 1994.
</TABLE>
                                                                  
<PAGE> 2

                                   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, 1994 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, including any amendment or report filed for the purpose of updating
such description.



Item 4.     Description of Securities.

            Not Applicable.



Item 5.     Interests of Named Experts and Counsel.

            Gary E. Martinelli, a director of Registrant, is the principal
officer and director and sole shareholder of Gary E. Martinelli & Associates,
P.C., a law firm which represents the Registrant and which rendered the
opinion as to the legality of the Registrant's common stock to be issued
pursuant hereto.  In fiscal year 1994, legal fees in the aggregate
amount of approximately $99,000 were paid by Registrant to Gary E. Martinelli
& Associates, P.C.  Mr. Martinelli is the beneficial owner of 24,400 shares
of Registrant's Common Stock.

<PAGE> 3

<PAGE>
Item 6.    Indemnification of Directors and Officers.

            As permitted by Section 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.
<PAGE> 4<PAGE>
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 of 1933;

            (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 of 1933, 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 the 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 of 1933, 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.

<PAGE> 5

C.    Insofar as indemnification for liabilities arising under the Securities
      Act of 1933 may be permitted to directors, officers and controlling  
      persons 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 of 1933, 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, thereto duly authorized, in the Town of Islip, County of 
      Suffolk and State of New York on the 31st day of May, 1994.

                           COMPUTER ASSOCIATES INTERNATIONAL, INC.

                              
                           By   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
<PAGE> 6

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:
           Name                                Title                Date   
    

_Charles B. Wang________           Chairman of the Board        May  31, 1994
(Charles B. Wang)              (Principal Executive Officer)


_Peter Schwartz_________       Senior Vice President-Chief      May  31, 1994
(Peter Schwartz)               Financial Officer  (Principal
                               Financial and Accounting Officer)

_Russell M. Artzt_______                Director                May  31, 1994
(Russell M. Artzt)


_Willem F. P. de Vogel__                Director                May  31, 1994
(Willem F. P. de Vogel)


_Irving Goldstein_______                Director                May  31, 1994
(Irving Goldstein)


_Richard A. Grasso______                Director                May  31, 1994
(Richard A. Grasso)

_Sanjay Kumar___________                Director                May  31, 1994
(Sanjay Kumar)


_Edward C. Lord_________                Director                May  31, 1994
(Edward C. Lord)


_Gary E. Martinelli_____                Director                May  31, 1994
(Gary E. Martinelli)<PAGE>
<PAGE> E-1
<TABLE>
                              INDEX TO EXHIBITS

<CAPTION>
                                                                 Exhibits to
Exhibit Number           Description                             This Report
    <S>                  <C>                                      <C>
     5                   Opinion of Gary E. Martinelli &          Exhibit A
                         Associates, P.C. as to the legality
                         of the shares being offered

    23                   Consents of Experts and Counsel          Exhibit B
    23.1                 Consent of Ernst & Young

    23.2                 Consent of Gary E. Martinelli &          Filed as 
                         Associates, P.C. (contained in its       Exhibit A
                         opinion in Exhibit 5)                    hereto

    99                   Additional Exhibits

    99.1                 Computer Associates International, Inc.  Exhibit C
                         1993 Stock Option Plan for Non-Employee 
                         Directors (the "Directors Plan")

    99.2                 Amendment No. 1 to the Directors Plan    Exhibit D

    99.3                 Form of Stock Option Agreement           Exhibit E
                         evidencing stock options granted 
                         under the Directors Plan 
</TABLE>
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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": "033-53915", "film-number": "94532388"}, "business-address": {"street1": "ONE COMPUTER ASSOCIATES PLAZA", "city": "ISLANDIA", "state": "NY", "zip": "11788", "phone": "5163425224"}}
As filed with the Securities and Exchange Commission on May 31, 1994
                            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 Plaza              11788-7000
         Islandia, New York        
         (Address of principal executive offices)   (Zip Code)
                         ________________________

                   COMPUTER ASSOCIATES INTERNATIONAL, INC.
             1993 STOCK OPTION PLAN FOR NON-EMPLOYEE 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
    Title of                             Maximum   Maximum
    Securities             Amount        Offering  Aggregate     Amount of
    to be                  to be         Price Per Offering      Registration
    Registered             Registered(1) Unit(2)   Price(2)      Fee
Common Stock, $.10 par    100,000 shs   $37.125   $3,712,500.00 $1,281.00
 value per share, together
 with the associated right
 to purchase shares of
 Series One Junior 
 Participating Preferred
 Stock, Class A, without
 par value.    
 ===========================================================================
(1)  Rights are attached to and trade with the Registrant's Common Stock and
      are issued for no additional consideration.  The value attributable to 
      such Rights, if any, is reflected in the market price of the Common  
      Stock.  No additional registration fee is required.
(2)   Estimated solely for the purposes of determining the amount of the  
       registration fee in accordance with Rule 457(g) on the basis of the 
       price at which stock of the same class sold on the New York Stock   
       Exchange on May 25, 1994.
2

                                   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, 1994 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, including any amendment or report filed for the purpose of updating
such description.

Item 4.     Description of Securities.

            Not Applicable.

Item 5.     Interests of Named Experts and Counsel.

            Gary E. Martinelli, a director of Registrant, is the principal
officer and director and sole shareholder of Gary E. Martinelli & Associates,
P.C., a law firm which represents the Registrant and which rendered the
opinion as to the legality of the Registrant's common stock to be issued
pursuant hereto.  In fiscal year 1994, legal fees in the aggregate
amount of approximately $99,000 were paid by Registrant to Gary E. Martinelli
& Associates, P.C.  Mr. Martinelli is the beneficial owner of 24,400 shares
of Registrant's Common Stock.
3
Item 6.    Indemnification of Directors and Officers.

            As permitted by Section 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.
4
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 of 1933;

            (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 of 1933, 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 the 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 of 1933, 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.
5

C.    Insofar as indemnification for liabilities arising under the Securities
      Act of 1933 may be permitted to directors, officers and controlling  
      persons 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 of 1933, 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, thereto duly authorized, in the Town of Islip, County of 
      Suffolk and State of New York on the 31st day of May, 1994.

                           COMPUTER ASSOCIATES INTERNATIONAL, INC.

                              
                           By   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
6

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:
           Name                                Title                Date   
    

_Charles B. Wang________           Chairman of the Board        May  31, 1994
(Charles B. Wang)              (Principal Executive Officer)

_Peter Schwartz_________       Senior Vice President-Chief      May  31, 1994
(Peter Schwartz)               Financial Officer  (Principal
                               Financial and Accounting Officer)

_Russell M. Artzt_______                Director                May  31, 1994
(Russell M. Artzt)

_Willem F. P. de Vogel__                Director                May  31, 1994
(Willem F. P. de Vogel)

_Irving Goldstein_______                Director                May  31, 1994
(Irving Goldstein)

_Richard A. Grasso______                Director                May  31, 1994
(Richard A. Grasso)

_Sanjay Kumar___________                Director                May  31, 1994
(Sanjay Kumar)

_Edward C. Lord_________                Director                May  31, 1994
(Edward C. Lord)

_Gary E. Martinelli_____                Director                May  31, 1994
(Gary E. Martinelli)
E-1

                              INDEX TO EXHIBITS
Exhibits to
Exhibit Number           Description                             This Report
5                   Opinion of Gary E. Martinelli &          Exhibit A
                         Associates, P.C. as to the legality
                         of the shares being offered

    23                   Consents of Experts and Counsel          Exhibit B
    23.1                 Consent of Ernst & Young

    23.2                 Consent of Gary E. Martinelli &          Filed as 
                         Associates, P.C. (contained in its       Exhibit A
                         opinion in Exhibit 5)                    hereto

    99                   Additional Exhibits

    99.1                 Computer Associates International, Inc.  Exhibit C
                         1993 Stock Option Plan for Non-Employee 
                         Directors (the "Directors Plan")

    99.2                 Amendment No. 1 to the Directors Plan    Exhibit D

    99.3                 Form of Stock Option Agreement           Exhibit E
                         evidencing stock options granted 
                         under the Directors Plan