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



                                 July 3, 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 July 3, 2000 Computer  Associates  International,  Inc. (the  "Company")
reported  that  results for the quarter  ended June 30, 2000 are  expected to be
less than expected.  A simultaneous  phone and internet web cast  conference was
held on  Wednesday  July 5, 2000 at  8:30am  EDT,  to  discuss  the  preliminary
results.  Additionally,  operating earnings per share for the quarter ended June
30, 2000 is expected to be between  $.11 and $.16 per diluted  share,  excluding
acquisition related amortization costs and special charges.  Special charges are
estimated to add  approximately  $.15 per diluted  share.  The Company  projects
total  contract  value  to be in the  range of $1.25  billion  and $1.3  billion
compared  to $1.22  billion  recorded in the quarter  ended June 30,  1999.  The
Company also reported a revised  preliminary  target total contract value growth
rate for  planning  purposes of 20% for the quarter  ending  September  30, 2000
versus the prior year's comparable quarter.

     Statements in this Item 5 contain  "forward-looking  statements"  under the
Private  Securities  Litigation  Reform Act of 1995.  There can be no assurances
that future results will be achieved, and actual results could differ materially
from forecasts and estimates.  Important factors that could cause actual results
to differ materially include: the significant percentage of CA's quarterly sales
consummated  in the last few days of the quarter  making  financial  predictions
especially  difficult  and  raising a  substantial  risk of  variance  in actual
results;  changes  in  industry  accounting  guidance;  the  risks of  potential
litigation  arising  from the year 2000 date change for computer  programs;  the
emergence of new  competitive  initiatives  resulting  from rapid  technological
advances  or changes in pricing in the  market;  the risks  associated  with new
product introductions as well as the uncertainty of customer acceptance of these
new or enhanced  products from either CA or its  competition;  risks  associated
with the  entry  into new  markets  such as  professional  services;  the  risks
associated  with  integrating   newly  acquired   businesses  and  technologies;
increasing dependency on large dollar licensing transactions;  delays in product
delivery;  reliance on  mainframe  capacity  growth;  the ability to recruit and
retain  qualified  personnel;  business  conditions  in  the  client/server  and
mainframe software and hardware markets;  uncertainty and volatility  associated
with Internet and eBusiness related activities; use of software patent rights to
attempt to limit  competition;  fluctuations in foreign currency  exchange rates
and interest rates; the volatility of the international  marketplace;  and other
risks described in filings with the Securities and Exchange Commission.

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

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

                           99.1     Press Release dated July 3, 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:   July 5, 2000                 By:    /s/ Ira Zar
                                              Ira Zar
                                              Executive Vice President and Chief
                                              Financial Officer



                                  EXHIBIT INDEX


Exhibit No.                                Exhibit

         99.1     Press Release dated July 5, 2000.

EX-99.1

Contacts:
Doug Robinson - Investor Relations                 Bob Gordon - Public Relations
(631) 342-2745                                                  (631) 342-2391
dougr@ca.com                                                    bobg@ca.com


         COMPUTER ASSOCIATES ANNOUNCES PRELIMINARY FIRST QUARTER RESULTS


     ISLANDIA,  N.Y.,  July 3, 2000 - Computer  Associates  International,  Inc.
(NYSE:  CA) today  reported  that it  expects  financial  results  for the first
quarter ending June 30, 2000 to be less than current Wall Street  estimates.  CA
expects  total  contract  value  to be in the  range of  $1.25  billion  to $1.3
billion.  This  compares to the $1.22  billion  recorded in the first quarter of
last year.

     The  quarter  was  affected  by weak  European  sales and  softness  in its
mainframe  business.  CA cited the fact that several large  contracts  that were
expected to close in the final days of the quarter have been delayed.

     Commenting on today's announcement,  Sanjay Kumar, CA's president and chief
operating  officer  stated,  "Revenue  wasn't as strong in the quarter as we had
hoped. We intend to work  aggressively to address the performance  issues in our
European business. With the recently completed Sterling Software acquisition and

a refocused  sales and service  organization,  we feel very well  positioned  to
capitalize on further opportunities in the eBusiness marketplace."

     CA is scheduling a conference call with  securities  analysts for Wednesday
morning July 5, 2000 at 8:30am EDT to discuss this announcement and is scheduled
to report final results the evening of July 20, 2000.

     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.  For more
information, visit www.ca.com.

     Statements in this release  concerning the Company's  future  prospects are
"forward-looking  statements" under the Private Securities Litigation Reform Act
of 1995.  There can be no assurances  that future results will be achieved,  and
actual results could differ  materially from forecasts and estimates.  Important
factors  that could  cause  actual  results to differ  materially  include:  the
significant  percentage of CA's quarterly sales consummated in the last few days
of the quarter making financial  predictions  especially difficult and raising a
substantial risk of variance in actual results;  changes in industry  accounting
guidance;  the risks of  potential  litigation  arising  from the year 2000 date
change for  computer  programs;  the  emergence of new  competitive  initiatives
resulting from rapid technological advances or changes in pricing in the market;
the risks  associated with new product  introductions as well as the uncertainty
of customer  acceptance of these new or enhanced  products from either CA or its
competition;   risks  associated  with  the  entry  into  new  markets  such  as
professional  services;  the risks  associated with  integrating  newly acquired
businesses and  technologies;  increasing  dependency on large dollar  licensing
transactions; delays in product delivery; reliance on mainframe capacity growth;
the ability to recruit and retain qualified  personnel;  business  conditions in
the client/server and mainframe  software and hardware markets;  uncertainty and
volatility  associated with Internet and eBusiness  related  activities;  use of
software patent rights to attempt to limit competition;  fluctuations in foreign
currency  exchange rates and interest rates; the volatility of the international
marketplace;  and other  risks  described  in filings  with the  Securities  and
Exchange Commission.