SC 14D1/A

                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549
                                                       
                         AMENDMENT NO. 2 TO
                           SCHEDULE 14D-1
             TENDER OFFER STATEMENT PURSUANT TO SECTION
           14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
                                 AND
                            SCHEDULE 13D
              UNDER THE SECURITIES EXCHANGE ACT OF 1934

                         THE ASK GROUP, INC.
_______________________________________________________________________
                     (Name of Subject Company)

                        SPEEDBIRD MERGE, INC.
               COMPUTER ASSOCIATES INTERNATIONAL, INC.
_______________________________________________________________________
                              (Bidder)

               COMMON STOCK, PAR VALUE $0.01 PER SHARE
_______________________________________________________________________
                   (Title of Class of Securities)

                              001903103
_______________________________________________________________________
                (CUSIP Number of Class of Securities)

                            SANJAY KUMAR
                        SPEEDBIRD MERGE, INC.
               COMPUTER ASSOCIATES INTERNATIONAL, INC.
                    ONE COMPUTER ASSOCIATES PLAZA
                    ISLANDIA, NEW YORK 11788-7000
                           (516) 342-5224
_______________________________________________________________________
       (Name, Address and Telephone Number of Person Authorized
      to Receive Notices and Communications on Behalf of Bidder)

                               COPIES TO: 
                         JOHN P. GOURARY, ESQ.
                         HOWARD, DARBY & LEVIN
                      1330 AVENUE OF THE AMERICAS
                       NEW YORK, NEW YORK  10019 
                      TELEPHONE:  (212) 841-1000
_______________________________________________________________________
                            May 25, 1994
                 (Date Tender Offer First Published,
                 Sent or Given to Security Holders)
_______________________________________________________________________
                          Page 1 of 5 pages
                       Exhibit Index on page 4
 2

          Computer Associates International, Inc. (the "Buyer") and its
wholly owned subsidiary, Speedbird Merge, Inc., hereby amend and supplement
their combined Tender Offer Statement on Schedule 14D-1 and Statement on
Schedule 13D, originally filed on May 25, 1994 and amended by Amendment No.
1 filed on May 31, 1994 (the "Statement"), with respect to an offer to
purchase all outstanding shares of common stock, par value $0.01 per share,
of The ASK Group, Inc., a Delaware corporation, as set forth in this
Amendment No. 2.  Capitalized terms not defined herein have the meanings 
assigned thereto in the Statement.  

ITEM 10.   ADDITIONAL INFORMATION.

           On June 1, 1994, the Buyer issued a press release announcing that
it has been granted early termination of the "waiting period" under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable
to the Offer.  A copy of the press release is attached hereto as Exhibit
(a)(10) and is incorporated herein by reference.

ITEM 11.   MATERIAL TO BE FILED AS EXHIBITS.

(a)(10) Text of press release issued by the Buyer dated June 1, 1994.

 3

                              SIGNATURE
 
          After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

Dated:  June 2, 1994


                             SPEEDBIRD MERGE, INC.


                             By/s/ Belden A. Frease                 
                               ------------------------------------------
                              Name:  Belden A. Frease
                              Title:  Vice President and Secretary 




                             COMPUTER ASSOCIATES INTERNATIONAL, INC.


                             By/s/ Belden A. Frease                 
                               ----------------------------------------
                              Name:  Belden A. Frease
                              Title:  Senior Vice President and Secretary


 4


                           EXHIBIT INDEX


Exhibit
Number          Exhibit Name
- --------        ------------
(a)(10)         Text of press release issued by the Buyer dated June 1, 1994.

EX-99.A.10

                                              Exhibit 99 (a)(10) 








  Text of press release issued by the Buyer dated June 1, 1994
  ____________________________________________________________



CONTACT:  Deborah Coughlin
          Vice President - Investor Relations
          (516) 342-2173


        EARLY TERMINATION OF HSR WAITING PERIOD GRANTED 
            IN TENDER OFFER FOR THE ASK GROUP SHARES
         _______________________________________________


Islandia, New York, June 1, 1994 -- Computer Associates
International, Inc. (NYSE: CA) has been granted early termination
of the "waiting period" under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, applicable to its tender
offer for shares of The ASK Group, Inc. (NASDAQ Symbol: ASKI)
effective today.  The tender offer will expire at midnight on June
22, 1994, unless extended.

                           ----------

Computer Associates with 7,000 employees around the world, is the
leading software company for integrated systems, database
management, business applications and application development
solutions.  These programs operate across a full spectrum of
mainframe, midrange and desktop computers.  Founded in 1976, CA
became a public company in 1981 and now serves most of the world's
major business, government, research and educational organizations.
Fiscal year 1994 revenues exceeded $2.1 billion.

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