8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



                                 March 31, 2000
                Date of Report: (Date of earliest event reported)



                    Computer Associates International, Inc.
               (Exact Name of Registrant as Specified in Charter)



          Delaware                333-30842                      13-2857434
(State or Other Jurisdiction     (Commission                   (IRS Employer
       of incorporation)         File Number)                Identification No.)



One Computer Associates Plaza, Islandia, New York                    11749
(Address of Principal Executive Offices)                           (Zip Code)

       Registrant's telephone number, including area code: (631) 342-5224

                                 Not Applicable
          (Former name or former address, if changed since last report)




Item 5.  Other Events.

On March 31, 2000,  Computer  Associates  announced  that an agreement  had been
reached to settle  certain  shareholder  litigation  arising out of stock awards
made to three  executives  pursuant to the  Company's  1995 Key  Employee  Stock
Ownership Plan. Under the terms of the proposed settlement,  which is subject to
the approval of the Delaware  Court of Chancery and dismissal of related  claims
by the United States  District  Court for the Eastern  District of New York, the
executives  will return 4.5 million  shares of Computer Associates  stock to the
Company.


Item 7.  Financial Statements, Pro Forma
         Financial Information and Exhibits.

         (a)      Not applicable
         (b)      Not applicable.
         (c)      Exhibits.

                           99.1     Press Release dated March 31, 2000.



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the registrant has duly  caused  this  report  to be signed on its behalf by the
undersigned hereunto duly authorized.


                                         Computer Associates International, Inc.


Dated:   April 4, 2000                 By:    /s/ Ira Zar
                                              Ira Zar
                                              Executive Vice President and Chief
                                              Financial Officer



                                  EXHIBIT INDEX


Exhibit No.                                Exhibit

         99.1     Press Release dated March 31, 2000.

EX-99.1

COMPUTER ASSOCIATES AGREES TO SETTLE COMPENSATION LITIGATION

ISLANDIA,  N.Y., March 31, 2000--Computer  Associates  International,  Inc. (CA)
announced today that an agreement has been reached to settle certain shareholder
litigation  arising out of stock  awards made to three  executives  in June 1998
pursuant to the company's  1995 Key Employee  Stock  Ownership  Plan.  Under the
terms of the  proposed  settlement,  which is  subject  to the  approval  of the
Delaware  Court of Chancery and dismissal of related claims by the United States
District Court for the Eastern  District of New York, the executives will return
4.5 million shares of Computer Associates stock to the company.

Willem de Vogel, chairman of the Stock Option and Compensation Committee of CA's
Board of Directors, stated: "Even though the Committee continues to believe that
the original stock awards were in accordance  with both the spirit and intent of
the 1995 Plan, it is in the interest of the company and its  shareholders to put
this matter behind us."

If  approved by the courts,  the  agreement  would  result in  dismissal  of the
derivative actions brought in the Delaware and New York courts.

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.