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



                               September 15, 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)

       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 September  15,  2000,  Computer  Associates  International,  Inc.  ("Computer
Associates") and Northrop Grumman Corporation ("Northrop"),  signed a definitive
agreement  whereby  Computer  Associates will sell to Northrop all of the issued
and  outstanding  stock of Sterling  Software  (U.S.) Inc.  (known as Sterling's
Federal Systems Group) for approximately  $150 million in cash. On September 18,
2000,  Northrop issued a press release,  a copy of which is filed herewith as an
Exhibit, announcing the execution of the agreement.


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

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

99.1     Press Release dated September 21, 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:   September 21, 2000               By: /s/ Ira Zar
                                              Ira Zar
                                              Executive Vice President and Chief
                                              Financial Officer




                                  EXHIBIT INDEX


Exhibit No.                                Exhibit

   99.1                       Press Release dated September 18, 2000.