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



Contacts: Bob Gordon, public relations         Doug Robinson, investor relations
          (631) 342-2391                       (631) 342-2745
          bobg@ca.com                          dougr@ca.com


                   COMPUTER ASSOCIATES COMMENCES TENDER OFFER
                           FOR STERLING SOFTWARE, INC.

ISLANDIA,  N.Y.,  February 22,  2000--Computer  Associates  International,  Inc.
(NYSE: CA) announced that it commenced today,  through  Silversmith  Acquisition
Corp. (Silversmith),  a wholly-owned subsidiary of CA, a tender offer to acquire
all of the outstanding  shares of Sterling  Software,  Inc.  (NYSE:  SSW) common
stock (including the associated rights).

The offer is being made pursuant to the Agreement and Plan of Merger dated as of
February  14,  2000 among CA,  Silversmith  and  Sterling  Software,  Inc. It is
conditioned,  among other things, upon obtaining necessary  regulatory approvals
and at least a majority of the total  number of  outstanding  Sterling  Software
shares on a fully diluted basis being  tendered and not withdrawn as of the date
the offer  expires.  The offer is  scheduled to expire at midnight New York City
time, on March 20, unless the offer is extended.

The $4 billion stock-for-stock  acquisition,  which would be the largest ever in
the history of the  software  industry,  has been  approved  unanimously  by the
Boards of  Directors  of both  Sterling  Software  and CA.  The  acquisition  is
expected to be accretive  to CA's  earnings  per share,  excluding  any one-time
research and development charge and amortization of acquisition intangibles. The
acquisition will be accounted for using the purchase method.

Under terms of the tender offer,  CA will exchange 0.5634 shares of CA stock for
each  outstanding  Sterling  Software share.  The exchange ratio is subject to a
collar.  If the  average  of the  average  trading  price  of CA  stock  for the
designated period prior to the closing of the offer is greater than $77.12,  the
exchange ratio will be reduced so that each Sterling  Software share tendered in
the offer would be exchanged for $43.45 worth of CA stock. If the average of the
average  trading  price of CA shares  for the  period is less than  $63.10,  the
exchange  ratio will be increased so that each Sterling  Software share tendered
in the offer would be exchanged  for $35.55 worth of CA stock.  In this case, CA
may at its  option  reduce  the  exchange  ratio by making up all or part of the
difference  in cash.  The tender offer will be followed by a back-end  merger on
the same terms as those in the offer.

The parties expect the transaction will be one of the first to use the SEC's new
"fast  track"   exchange  offer  rules  designed  to  expedite   stock-for-stock
transactions.

The  acquisition  of Sterling  Software will extend CA's arsenal of software and
services  to build,  deploy,  manage and secure  eBusiness  solutions.  Sterling
Software  solutions are deployed at more than 20,000  customer sites  worldwide,
including 90 percent of Fortune 100 companies.

CA is  mailing  today  to  registered  holders  of  Sterling  Software  shares a
preliminary prospectus regarding the exchange offer,  accompanied by a letter of
transmittal to be used to tender Sterling Software shares in the exchange offer.
Beneficial  owners of Sterling  Software shares holding in "street name" through
their brokers may receive the


prospectus and letter of  transmittal  from their broker  and  may contact their
brokers for those documents.  In any case, copies of the preliminary  prospectus
and letter of transmittal may be requested from our Information Agent, MacKenzie
Partners, Inc., by calling toll free 1-800-322-2885.

Sterling  Software  is a leading  provider  of  software  and  services  for the
application development, business intelligence,  information management, storage
management,  network  management,  VM systems  management,  and federal  systems
markets.  The company is one of the 20 largest independent software companies in
the world.  Headquartered in Dallas, Sterling Software has a worldwide installed
base of more  than  20,000  customer  sites and 3,800  employees  in 90  offices
worldwide.  For more information on Sterling  Software,  visit the company's Web
site at www.sterling.com.

Computer Associates International, Inc. (NYSE: CA), the world's leading business
software  company,  delivers the end-to-end  infrastructure  to enable eBusiness
through innovative technology,  services and education.  CA has 18,000 employees
worldwide and had revenue of $6.3 billion for the year ended  December 31, 1999.
For more information, visit www.ca.com.

                                       ###

All trademarks, trade names, service marks and logos referenced herein belong to
their respective companies.

                                      -----

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.

This press release contains  forward-looking  statements,  including  statements
concerning  the business,  future  financial  position,  results of  operations,
business  strategy,  earnings,  and  other  benefits  of our  proposed  business
combination  and plans and  objectives  of management  for future  operations of
Computer  Associates and Sterling Software.  Forward-looking  statements involve
risks and  uncertainties  that could cause actual  results to differ  materially
from those projected.


Statements regarding the expected benefits of our proposed business  combination
with  Sterling  Software  are  based  on  expectations  that Computer Associates
believes are reasonable, but we can give no  assurance  that  such  expectations
will prove to have been correct.  Factors that  could cause  actual  results  to
differ materially  include, among others:

- - risks, uncertainties and assumptions relating to global economic conditions;
- - market acceptance of competing technologies,
- - the availability and cost of new computer software products,
- - our ability to maintain or increase market  share  in our core  business while
expanding our product base into other markets,
- - increasing dependency on large dollar enterprise transactions with  individual
clients
- - our ability to maintain existing relationships with customers,
- - our ability to recruit and retain qualified personnel,
- - the strength of our distribution channels,
- - our ability to  effectively manage fixed and variable expense growth  relative
to revenue growth,
- - possible disruptions resulting from organizational changes,
- - our  ability  to  effectively  integrate  acquired  products  and  operations,
including those of the Sterling Software and
- - increasing dependency on lower profit margin businesses, such as  professional
services.

These and other risk factors are discussed in more detail in the prospectus. See
"Risk Factors" in the prospectus.  Many such factors are beyond our  ability  to
control  or  predict.  Investors  are  cautioned  not  to  put undue reliance on
forward-looking statements. We disclaim any intent or obligation to update these
forward-looking  statements,  whether  as  a  result  of new information, future
events or otherwise.