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

November 9, 2001
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Date of Report: (Date of earliest event reported)


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

Delaware	1-9247	13-2857434
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State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

One Computer Associates Plaza, Islandia, New York	11749
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(Address of Principal Executive Offices)	(Zip Code)

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

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

Item 5.   Other Events.

On November 9, 2001, Computer Associates International, Inc. ("CA") issued a press release to announce that it had amended its Shareholder Rights Agreement (the "Agreement") to advance its expiration date from May 23, 2011 to November 30, 2006. This announcement is generally available via newswire, the CA web page (www.ca.com/press) and furnished herewith.

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

(a)	Not applicable
(b)	Not applicable
(c)	Exhibits
	99.1 - Amendment No. 3 to Rights Agreement
	99.2 - Press release dated November 9, 2001

Statements herein concerning Computer Associates' future prospects are "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 risks associated with changes in the company's business model; the risks associated with changes in the way in which the company accounts for license revenue; the difficulties of compiling pro forma financial information, given acquisitions over time; 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 emergence of new competitive initiatives resulting from rapid technological advances or changes in pricing in the market; the risks a ssociated 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; 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 distributed systems 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; uncertainties relative to global economic conditions; uncertainty in connection with litigation in which the company has been named as a defendant; changes in the sales c ompensation plan and its effects on the business; and other risks described in filings with the Securities and Exchange Commission.

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 19, 2001	By:	/s/ Ira Zar
		---------------------------------------------
		Ira Zar
		Executive Vice President and
		Chief Financial Officer

EX-99

Amendment No. 3 to Rights Agreement

   AMENDMENT NO. 3 ("Amendment No. 3"), dated as of November 9, 2001, by and between Computer Associates International, Inc., a Delaware corporation ("CA" or the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights Agent"), further amending the Rights Agreement (the "Rights Agreement"), dated as of June 18, 1991, between the Company and Manufacturers Hanover Trust Company as original Rights Agent. All defined terms not otherwise defined herein shall have the meanings set forth in the Rights Agreement.

   On May 17, 1995, the Company amended the Rights Agreement (the "Amendment No. 1") to change the Purchase Price and to name Chemical Bank as successor Rights Agent to Manufacturers Hanover Trust Company, among other things.

   On May 23, 2001, the Company further amended the Rights Agreement (the "Amendment No. 2") to change the Purchase Price, to delete provisions relating to Continuing Directors, to change the Final Expiration Date and to name Mellon Investor Services LLC as successor Rights Agent to Chemical Bank, among other things.

   Pursuant to Section 27 of the Rights Agreement, the Rights Agreement is hereby further amended as follows:

I.    Amendments Relating to the Final Expiration Date

   A.    Section 7(a) of the Rights Agreement is hereby amended by substituting the date November 30, 2006 for the date May 23, 2011 as the Final Expiration Date.

   B.    The first sentence of the block paragraph of Exhibit B to the Rights Agreement entitled "Form of Rights Certificate" is hereby amended by substituting the date NOVEMBER 30, 2006 for the date MAY 23, 2011.

   C.    The first sentence of the first indented paragraph of Exhibit B to the Rights Agreement entitled "Form of Rights Certificate" is hereby amended by substituting the date November 30, 2006 for the date May 23, 2011.

   D.    The first sentence of the fifth paragraph under the heading "General" of Exhibit C to the Rights Agreement is hereby amended by substituting the date November 30, 2006 for the date June 6, 2001.

II.    Miscellaneous Provisions

   A.    The legend which appears as an indented block paragraph in Section 3(c) of the Rights Agreement is hereby deleted in its entirety and in lieu thereof there is substituted:

    "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Computer Associates International, Inc. (the "Company") and Manufacturers Hanover Trust Company dated as of June 18, 1991 (the "Rights Agreement") and as amended on May 17, 1995 by and between the Company and Chemical Bank ("Amendment No. 1") and as further amended as of May 23, 2001 by and between the Company and Mellon Investor Services LLC (the "Rights Agent") ("Amendment No. 2") and as further amended as of November 9, 2001 by and between the Company and the Rights Agent ("Amendment No. 3"), the terms of which are hereby incorporated herein by reference and copies of which are on file at the principal offices of the Rights Agent. Under certain circumstances set forth in the Rights Agreement, as amended, such Rights may be redeemed, may expire or may be evidenced by separate certificates and wil l no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as amended and as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, as amended, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Adverse Person or any Affiliates or Associates thereof (as such terms are defined in the Rights Agreement, as amended), whether currently held by or on behalf of such Person, Affiliate or Associate, or by any subsequent holder, may become null and void."

   B.    This Amendment No. 3 to the Rights Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and for all purposes shall be governed and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

   C.    This Amendment No. 3 to the Rights Agreement may be executed in any number of counterparts, each of which shall be an original, and all such counterparts shall together constitute one and the same instrument.

   D.    In all respects not inconsistent with the terms and provisions of this Amendment No. 3 to the Rights Agreement, the Rights Agreement is hereby ratified, adopted, approved and confirmed.

   E.    If any term, provision, covenant or restriction of this Amendment No. 3 to the Rights Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment No. 3 to the Rights Agreement, and of the Rights Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed, all as of the date first above written

COMPUTER ASSOCIATES

INTERNATIONAL, INC.,

a Delaware corporation

By:	/s/ Steven M. Woghin
Name:	Steven M. Woghin
Title:	Senior Vice President and General Counsel

MELLON INVESTOR SERVICES LLC,

as successor Rights Agent to CHEMICAL BANK,

which was successor Rights Agent to

MANUFACTURERS HANOVER TRUST

COMPANY, all pursuant to Section 19 of the

Rights Agreement

By:	/s/ Robert Kavanagh
Name:	Robert Kavanagh
Title:	Vice President

EX-99

Contacts: Lisa Savino, Investor Relations	Bob Gordon, Public Relations
631-342-2788	631-342-2391
lisa.savino@ca.com	bobg@ca.com

COMPUTER ASSOCIATES AMENDS SHAREHOLDER RIGHTS AGREEMENT

ISLANDIA, N.Y., November 9, 2001 -- Computer Associates International, Inc. (NYSE: CA) today announced that it has amended its Shareholder Rights Agreement to advance the expiration date from May 23, 2011 to November 30, 2006, shortening the term by nearly five years. A copy of the amendment will be filed shortly with the Securities and Exchange Commission.

About Computer Associates

Computer Associates International, Inc. (NYSE: CA) delivers the software that manages eBusiness. CA's world-class solutions address all aspects of eBusiness process management, information management, and infrastructure management in six focus areas: enterprise management, security, storage, eBusiness transformation and integration, portal and knowledge management, and predictive analysis and visualization. Founded in 1976, CA serves organizations in more than 100 countries, including 99 percent of the Fortune 500 companies. For more information, visit http://ca.com.

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© 2001 Computer Associates International, Inc. One Computer Associates Plaza, Islandia, N.Y. 11749. All trademarks, trade names, service marks, and logos referenced herein belong to their respective companies.