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



                                 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.

EX-99.1

Contacts: Bob Gordon               Robert Grieves
          CA                       Burson-Marsteller for CA
          +1-631-342-2391          +1-212-614-4388
          bobg@ca.com              robert grieves@nyc.bm.com
          -----------              -------------------------

Watch the Press Conference (RealVideo)
Questions regarding today's announcement can be sent by email to: aug7ann@ca.com


   COMPUTER ASSOCIATES APPOINTS SANJAY KUMAR CEO; CHARLES B. WANG CONTINUES AS
                 CHAIRMAN, FOCUSING ON NEW BUSINESS INITIATIVES


     ISLANDIA,  N.Y., August 7, 2000 - Computer Associates  International,  Inc.
(NYSE:  CA) today announced that current  President and Chief Operating  Officer
Sanjay Kumar has been named President and Chief Executive  Officer,  and charged
with focusing on CA's core  businesses.  Charles B. Wang,  CA's founder and most
recently  Chief  Executive  Officer,  will continue as Chairman,  and devote his
energies to new ventures  that will unlock  tremendous  value for  shareholders,
clients, strategic partners and employees.


     This announcement accompanies a general corporate realignment,  expected to
be  completed  today,  that will allow the  company to better  focus on its core
businesses,  support stronger growth markets,  enhance client service, and boost
efficiency and dedication to quality throughout the organization.


     "This realignment marks the logical transition from the founder phase of CA
to the next level of  corporate  activity,  which is more  focused on  enhancing
shareholder  value and is a broader  implementation of our vision," said Charles
Wang. "We will seek to balance  strong  revenues from our core  businesses  with
increased value from new ventures that we will launch into the  rapidly-evolving
technology industry."


     CA will maintain its  commitment  to being a worldwide  leader in eBusiness
software. It will also intensify its focus on its three fastest-growing  product
areas:  security  and  storage  management;   network,   event  and  performance
management;  and application development and business intelligence.  Within CA's
application  development  and  business  intelligence  area are  Jasmine  ii and
Neugents,  the company's  aggressive  new  solutions  that aim to position CA as
prominently in the eBusiness world as it has been in enterprise computing.


     CA will initially focus on delivering greater shareholder value by spinning
off  technology  that would  thrive and flourish on an  independent  basis while
allowing  CA's core  business  to  continue  to grow.  As the first step in this
strategy,  CA today  announced  the  formation of iCan-ASP,  Inc. to service the
application  service  provider  (ASP)   infrastructure   marketplace.   The  ASP
marketplace is large and growing rapidly, and iCan-ASP offers new and innovative
technologies  for  providing  applications  through the  Internet,  wireless and
broadband communications.  CA has retained Credit Suisse First Boston and Morgan
Stanley Dean Witter to advise on these activities.


     Nancy Li, Chief Technology Officer of CA, will become iCan-ASP's CEO. Nancy
Li's  management  team will include Doug Robinson,  CFO; Mike Her,  Research and
Development;  George  Fischer,  Sales  and  Marketing;  and Ron  Nunn,  Business
Operations.


     CA plans to ultimately spin off its desktop  accounting  business,  ACCPAC,
and other businesses over time.


     "Focusing  on our  fastest-growing  businesses  is part of CA's  continuous
evolution  in a dynamic  marketplace,"  said Sanjay  Kumar.  "This  announcement
reflects our emphasis on driving CA to be more  efficient and customer  focused,
and to heighten awareness of CA's core strengths and innovations. As the dynamic
nature of the technology  industry  creates ever  increasing  opportunities  for
growth,  we are committed to leveraging these  opportunities to create value for
shareholders and exciting new opportunities for our employees."


About Computer Associates

     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 20,000
employees  worldwide and has revenue in excess of $6 billion for the fiscal year
ended March 31, 2000. For more information, visit www.ca.com.