Filed by Computer Associates International, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14d-2
of the Securities Exchange Act of 1934
Subject Company: Sterling Software, Inc.
Commission File No. 001-08465

(Computer Associates International, Inc.) Logo
(Sterling Software, Inc.) Logo

                     CA AND STERLING SOFTWARE: THE ULTIMATE
                             IN EBUSINESS SOLUTIONS

The Internet is changing everything. It is forcing businesses to quickly deliver
Internet  applications,  leverage  the huge amount of data being  generated  for
competitive  advantage,  manage the resulting  explosion in storage,  and ensure
continuous eBusiness availability.

CAs anticipated acquisition of Sterling Software will expand its broad array of
products  and  services  to  leverage  the  potential  of  the  Internet,  while
accelerating their delivery. The resulting product synergy will encompass:

- - eBusiness Intelligence
- - Application Development including EAI
- - Storage Management
- - Network Management

In addition,  Sterling Software's services  organization will extend the ability
of  CA  Services  to  meet  the  growing  demands  of  business  and  government
organizations for specialized eBusiness services.

eBusiness Intelligence

Competing in today's  eBusiness  environment  requires a true  understanding  of
customers and partners. The Internet is creating an abundance of data that needs
to be converted into intelligent  information at Internet speeds.  Sterling is a
pioneer in portal technology, delivering the first enterprise information portal
in  September  1998!  Used  by  eBusinesses  like  Federal  Express,  Sterling's
Eureka:Portal is the leader in enterprise information portals.

(image of Sterling's Eureka:Portal product screen)

Built  around the  Eureka:Portal,  Sterling  also  provides a complete  range of
business  intelligence  solutions,  from query and  reporting  to  comprehensive
analysis.  Thousands  of  companies,  like 3M and  Lufthansa,  use these  Eureka
products to help ensure business success.

(image of Eureka:Portal product functions)

The Eureka  offerings are  complemented  by CA's patented  Neugents that deliver
predictive business intelligence capabilities. Neugents leverage huge volumes of
data  to  identify  eBusiness   patterns,   such  as  predicting   cross-selling
opportunities based on buying behavior.


These eBusiness  intelligence  products need access to all enterprise data. CA's
Jasmineii is an XML based  infrastructure  for the creation and  integration  of
Internet  applications.  Jasmineii's ability to integrate information across all
sources - including  eCommerce  and ERP  applications,  databases,  unstructured
sources,  and anything that can support  Internet  standards -  complements  the
Eureka eBusiness intelligence  solutions.  The combination of Jasmineii,  Eureka
and Neugents is a unique solution for eBusiness Intelligence.

Application Development

To succeed in  eBusiness,  organizations  must deliver  unique and  personalized
Web-enabled  applications while integrating  across  traditional  organizational
boundaries.  These  applications  must be built using modern  technologies  like
Java, XML and EJBs, while leveraging existing systems.

Sterling Software is a leader in  component-based  development  tools. With more
than 5,000  clients  worldwide,  including  over 90 members of the CBD  advisory
board,  Sterling's  COOL  family  of  application  development  tools  lead  the
industry.  Organizations  like Zurich  Insurance,  Deutsche  Telecom,  Travelers
Insurance,  Dayton Hudson,  Chevron,  Volvo,  British Telecom and NASDAQ rely on
Sterling's   component-based   development  tools.  Sterling's  COOL:Joe  is  an
enterprise-scale  EJB  development  tool  with  a  100%  pure  Java  development
environment.

(image showing  Gartner group ranking #1 in Enterprise  Application  Development
Tools and AS/400 Development Tools, and IDC ranking #1 in Component Construction
and Assembly)

CA is  the  leader  in  Internet  infrastructure  software,  enabling  eBusiness
applications  to integrate  across an entire  enterprise.  CA's Jasmineii is the
leading Internet  application  infrastructure  that natively supports Java, EJBs
and XML.

With  COOL:Joe  providing  the ability to build EJB  applications  and Jasmineii
enabling the integration of enterprise  applications  and data sources,  CA will
deliver  the  industry's  most   sophisticated   EAI  (Enterprise   Applications
Integration) solution to meet the needs of eBusinesses.

eBusiness Enterprise Management

Beyond building eBusiness applications and eBusiness intelligence,  the Internet
has  heightened the need for end-to-end  enterprise  management.  With Unicenter
TNG,  Computer  Associates  has delivered the  industry-leading  framework-based
management  solution for the new extended  enterprise.  Effective  management of
Internet environments requires extensive network, security, storage, event, Web,
application,  and  database  management.  CA leads the industry in many of these
areas, including Internet security and Web management.


Sterling  Software's  leading-edge  network  and  storage  management  solutions
provide  an  outstanding  opportunity  to further  deliver on CA's  vision of an
integrated  solution that  provides  robust  management  essential for eBusiness
success.   These  environments  have   significantly   increased  the  need  for
availability,  placed unprecedented demands for data storage and management, and
created total dependency on network infrastructures.

Storage Management

The explosive growth of data, the need for high performance, and the requirement
for 100%  availability  is driving the demand for SANs (Storage Area  Networks).
Server-less backup,  heterogeneous file sharing,  replication,  fault fail-over,
and ultimately, virtual-storage are all essential to managing storage over SANs.
The  combination  of SAN  storage  management  solutions  from  CA and  Sterling
Software is unmatched in the industry.

(image of network servers and storage devices)

Additionally,  the effective  utilization of SANs requires the ability to manage
the SAN fabric through network management.  Automatic discovery, topology, event
management,  performance, and device configuration are all essential to managing
the SANs fabric itself. The strengths of CA and Sterling Software in storage and
network management can deliver the industry's only comprehensive SAN solution.

(image of graph showing Storage Management License Growth with Sterling at 101%,
Veritas at 68%, and Legato at 55%)

Sterling  Software's  Vantage  has long been  recognized  as a leader in Storage
Resource  Management (SRM) for OS/390 with an extensive list of enterprise users
such as  Telstra,  ABN Amro  and EDS.  CA is the  leader  in SRM in  distributed
environments.  These  complementary  solutions can deliver an end-to-end storage
management solution that spans mobile laptops to the mainframe and everything in
between.

Network Management

TCP/IP  has  been  widely  adopted  as  the  preferred   communication  protocol
throughout the extended enterprise,  including the mainframe, creating a growing
number  of  mixed  IP  and  SNA  environments.  The  combination  of  Sterling's
SOLVE:Netmaster and CA's Unicenter TNG delivers the most comprehensive,


scalable and functionally  rich network and Web management  solution for TCP/IP,
SNA and mixed  environments.  Additionally,  CA's network  Neugents  predict and
prevent network performance and availability problems.

Consulting Services

The  rapid  delivery  and  successful  implementations  of  eBusiness  solutions
requires the timely application of technical expertise.

Sterling's  Federal  Systems is a specialized  information  technology  services
organization that continues to produce groundbreaking technological innovations,
mostly for the federal government.  Federal Systems' 3D visualization expertise,
which complements CA's extensive  offerings in this area, is used extensively by
defense and intelligence agencies. For example, it enables U.S. Air Force pilots
to safely navigate  through heavy weather,  and allows the U.S. Army to hone its
combat skills on virtual battlefields.

(image of maps and ground topography)

Summary
By delivering  comprehensive solutions across a wide range of technologies,  the
anticipated  merger of CA and Sterling  Software will help clients truly exploit
eBusiness opportunities.  From personalized portals to EAI, from EJB development
tools to XML-based  Internet  infrastructure,  and from network  availability to
storage management,  the combined offerings will position organizations for even
greater eBusiness success.

We urge  investors and security  holders to read the following  documents,  when
they become  available,  regarding the exchange offer and the merger  (described
above), because they will contain important information:

- - Computer Associates'  preliminary prospectus,  prospectus  supplements,  final
prospectus, and tender offer material.
- -  Computer  Associates'  Registration  Statement  on Form S-4 and  Schedule  TO
containing or incorporating by reference such documents and other information.
- - Sterling Software's Solicitation/Recommendation Statement on Schedule 14D-9.

These  documents and amendments to these documents will be filed with the United
States Securities and Exchange Commission.

When these and other documents are filed with the SEC, they may be obtained free
at the SEC's web site at www.sec.gov. You may also obtain for free each of these
documents (when available) from Computer Associates by directing your request to
Investor Relations at  www.ca.com/invest/questions or by fax at 631-342-6864, or
from Sterling Software by directing your request to  investor@sterling.com or by
fax at (214) 981-1215.