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



                                October 31, 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  October  31,  2000,  Computer  Associates  International,   Inc.  ("Computer
Associates") and Northrop Grumman Corporation  ("Northrop"),  completed the sale
of 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 October 31, 2000,  Northrop issued a press release,  a copy of which is
filed herewith as an Exhibit, announcing the completion of the transaction.


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

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

                           99.1     Press Release dated October 31, 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:   November 6, 2000           By: /s/ Ira Zar
                                        ----------------------
                                        Ira Zar
                                        Senior Vice President and Chief
                                        Financial Officer





                                  EXHIBIT INDEX


     Exhibit No.                     Exhibit

         9.1            Press Release dated October 31, 2000.

EX-99

Northrop Grumman Completes  Acquisition of Sterling  Software's  Federal Systems
Group LOS ANGELES,  Oct. 31 /PRNewswire/ -- Northrop Grumman  Corporation (NYSE:
NOC - news)  announced  today that it has completed the  acquisition of Sterling
Software (U.S.) Inc.,  known as the Federal  Systems Group,  for $150 million in
cash. The company provides information technology (IT) services primarily to the
federal government's defense and intelligence agencies.

Sterling Software (U.S.) is a wholly-owned subsidiary of Sterling Software Inc.,
which is a subsidiary of Computer  Associates  International  Inc.  (NYSE:  CA -
news).  Sterling's  Federal  Systems  Group,  which  had 1999  revenues  of $159
million,  will be  integrated  into the  operations  of Logicon  Inc.,  Northrop
Grumman's information technology sector.

``The  acquisition of Sterling's  Federal Systems Group strengthens our position
in the federal IT market,  particularly  with the  Department of Defense and its
tactical  communications  and  intelligence  initiatives,''  said Herb Anderson,
corporate  vice  president and Logicon  president and chief  executive  officer.
``Sterling's  Federal  Systems  Group's  programs and customers  will benefit by
being  aligned with Logicon,  which has the  experience,  technology  resources,
financial strength and continuing commitment to growth needed to succeed in this
market.''

Sterling's  Federal  Systems  Group  complements  or expands  Logicon in several
markets,  including  weather  systems;  air traffic control;  tactical  command,
control,  communications,  computers  and  intelligence  (C4I);  satellite  data
collection;   and  defense  information   infrastructure  and  common  operating
environment.

Key customers  include national  intelligence  agencies,  the U.S. Air Force and
Army, the FAA, NASA and the Defense Information Systems Agency. This acquisition
provides new market entry for Logicon into certain U.S.  intelligence  agencies,
the U.S. Army's Communications-Electronics Command, and the Simulation, Training
and  Instrumentation  Command.  Sterling's  Federal  Systems  Group also expands
Logicon's  business  with  existing  customers  such as the FAA and the National
Imagery and Mapping  Agency,  as well as state and local  government  commercial
markets.

Based in McLean,  Va.,  Sterling's Federal Systems Group has approximately 1,200
employees  in 11  states.  Salomon  Smith  Barney was the  financial  advisor to
Northrop Grumman in this transaction. Logicon, headquartered in Herndon, Va., is
a leader in advanced information  technologies,  systems and services.  Areas of
expertise include command,  control,  communications  and intelligence  (C4ISR);
weapons  systems;  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 now has a workforce of approximately  39,000
employees.

SOURCE: Northrop Grumman Corp.