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



                                 August 7, 2000
                Date of Report: (Date of earliest event reported)



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



         Delaware                        1-9247                  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)


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


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



Item 5.  Other Events.

     On August 7, 2000, Computer Associates International,  Inc. (the "Company")
reported a management  realignment  as well as a strategy to unlock  shareholder
value  through the spinoff of  technology  that would  thrive and flourish on an
independent basis while allowing CA's core business to continue to grow.

     As part of the management realignment,  Sanjay Kumar, the Company's current
President  and Chief  Operating  Officer,  has been  named  President  and Chief
Executive  Officer.  Charles B.  Wang,  CA's  founder  and most  recently  Chief
Executive Officer, will continue as Chairman.

     As an initial step in the startegy to unlock shareholder value, the Company
announced the formation of iCan-ASP, Inc. ("iCan-ASP"). iCan-ASP will operate as
a wholly owned  subsidiary.  The Company is  retaining  the  investment  banking
services of Credit Suisse First Boston and Morgan  Stanley Dean Witter to advise
on this strategy.

     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 August 7, 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:   August 8, 2000              By: /s/ Ira Zar
                                         ---------------
                                         Ira Zar
                                         Executive Vice President and Chief
                                         Financial Officer




                                  EXHIBIT INDEX


Exhibit No.                Exhibit
-----------                -------
  99.1                     Press Release dated August 7, 2000.