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



                               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.

EX-99

     Northrop Grumman to Acquire Sterling  Software's  Federal Systems Group LOS
ANGELES,  Sept. 18 /PRNewswire/ -- Northrop  Grumman  Corporation  (NYSE:  NOC -
news)  announced  today that it has signed a definitive  agreement with Computer
Associates  International  Inc. (NYSE: CA - news) to acquire for $150 million in
cash Sterling Software (U.S.) Inc. (known as Sterling's  Federal Systems Group),
a  provider  of  information  technology  services  to the  Federal  government.
Sterling  Software  (U.S.) is a  wholly-owned  subsidiary  of Sterling  Software
International  Inc.,  which is a subsidiary of Computer  Associates.  Sterling's
Federal  Systems Group had 1999 revenues of $159 million and  specializes in the
areas of intelligence systems; command, control and communications;  air traffic
management;  weather systems; and modeling and simulation. Key customers include
national intelligence  agencies,  the U.S. Air Force, the FAA, NASA, the Defense
Information  Systems  Agency,  the  National  Security  Agency and the  National
Oceanic  and  Atmospheric  Administration.  Upon the  close of the  acquisition,
Sterling's  Federal  Systems  Group will be  integrated  into the  operations of
Logicon Inc., Northrop Grumman's information technology sector.
     ``Sterling's  Federal Systems Group's core capabilities and strong customer
base are an excellent  fit with  Logicon,''  said Kent Kresa,  Northrop  Grumman
chairman,  president and chief  executive  officer.  ``Combined with our pending
acquisition of Federal Data  Corporation  and our recent  acquisition of Comptek
Research,  Sterling's  Federal  Systems  Group  is yet  another  example  of our
strategy to focus on our high-growth business areas.''
     ``We believe the  enormous  potential  of the highly  specialized  Sterling
Federal  business  will be unlocked  as part of  Logicon,''  said Sanjay  Kumar,
president  and chief  executive  officer of  Computer  Associates.  ``Sterling's
Federal Systems Group will receive the focus it requires for even greater growth
and we remain fully committed to our traditional  Federal  government  business.
Logicon and Computer Associates have enjoyed an excellent  relationship over the
years and will  continue to work closely  together in the  future.''  Sterling's
Federal  Systems  Group  complements  Logicon's  position  in high-  performance
computing;   document  management;   satellite  data  collection;   and  defense
information  infrastructure and common operating  environment.  In addition, the
acquisition  will  provide  further  growth  for  Logicon in the state and local
government and commercial  markets.  Headquartered  in McLean,  Va.,  Sterling's
Federal  Systems  Group has  approximately  1,200  employees  in 11 states.  The
transaction is subject to normal governmental review and is expected to close in
45 days.  Salomon Smith Barney is the financial  advisor to Northrop  Grumman in
this transaction. Northrop Grumman's previously-announced acquisition of Federal
Data is also expected to close within 45 days. Federal Data had 1999 revenues of
$584 million.
     Logicon, with 1999 revenues of approximately $1.5 billion, is headquartered
in Herndon,  Va., and is a leader in advanced technology and information systems
and services.  Areas of expertise include command,  control,  communications and
intelligence (C4ISR); information systems; training and simulation;  science and
technology;  base  and  range  support;  and  commercial  information  services.
Northrop Grumman  Corporation,  headquartered in Los Angeles, is a world- class,
high technology company providing  innovative  solutions in systems integration,
defense  electronics and information  technology for its U.S. and  international
military, government and commercial customers, as a prime contractor,  principal
subcontractor,  team member or preferred  supplier.  The company had revenues of
$7.6  billion in 1999  (restated)  and has a workforce of  approximately  37,000
employees. SOURCE: Northrop Grumman Corporation.