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

March 14, 2002
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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
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(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 March 14, 2002, Computer Associates International, Inc. ("CA") issued a press release to announce the sale of a private offering of up to $660 million aggregate principal amount of 5% Convertible Senior Notes due 2007 (the "Notes"), to be issued pursuant to Rule 144A of the Securities Act of 1933 and Regulation S thereunder. On March 19, 2002, CA issued a press release announcing the closing of the sale of the Notes. Other information relating to the Notes is contained in the press releases, copies of which are attached as exhibits.

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

(a)	Not applicable
(b)	Not applicable
(c)	Exhibit
	99.1 - Press release dated March 14, 2002   99.2 - Press release dated March 19, 2002

In addition to the historical information presented, certain statements in this filing may constitute "forward-looking statements" that involve risks and uncertainties. Actual results could differ materially from those projected or forecasted in the forward-looking statements. Important factors that could cause actual results to differ materially include: risks and instability associated with changes in the company's business model; risks associated with changes in the way in which the company accounts for license revenue; the difficulty of making financial projections resulting from the significant percentage of CA's quarterly sales consummated in the last few days of the quarter; the emergence of new competitive initiatives resulting from rapid technological advances or changes in pricing in the market; market acceptance of new products and services and continued acceptance of existing products and services; risks associated with the entry into new markets; the risks associated with integrating acquir ed businesses and technologies; the effects of war or acts of terrorism; dependency on large dollar licensing transactions; the outcome of pending or future governmental inquiries; 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; adverse results of litigation; fluctuations in foreign currency exchange rates and interest rates; the volatility of the international marketplace; uncertainties relative to global economic conditions; and other risks described in filings with the Securities and Exchange Commission, which are available at www.sec.gov. CA assumes no obligation to update the information contained herein, except as otherwise required by law.

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: March 20, 2002	By:	/s/ Ira Zar
		---------------------------------------------
		Ira Zar
		Executive Vice President and
		Chief Financial Officer

EX-99

COMPUTER ASSOCIATES ANNOUNCES SALE OF CONVERTIBLE SENIOR NOTES AND THE PURCHASE OF A SIMULTANEOUS CALL SPREAD REPURCHASE OPTION

ISLANDIA, N.Y., March 14, 2002 - Computer Associates International, Inc. (NYSE: CA) today announced the pricing of a private offering of $600 million aggregate principal amount of 5% Convertible Senior Notes Due 2007 to be issued pursuant to Rule 144A and offshore under Regulation S. The company has granted to the initial purchasers of the Notes an option to purchase up to an additional $60 million principal amount of Notes.

CA intends to use the net proceeds generated from the offering to refinance a portion of the outstanding borrowings under its existing bank credit facility and for general corporate purposes. In addition, CA expects to use approximately $86 million of the proceeds to purchase call spread repurchase options on its common stock to limit exposure to potential dilution from conversion of the Notes. In connection with the call spread repurchase options, the initial purchasers will take positions in CA's common stock in secondary market transactions and/or will enter into various derivative transactions after the pricing of the Notes.

The Notes will bear interest at a rate of 5% per annum. The Notes will be convertible into the company's common stock at a conversion price of $24.34 per share. At the initial conversion price, each $1,000 principal amount of Notes will be convertible into approximately 41 shares of the company's common stock. The initial conversion price represents a 33% premium over the last reported sale price of the company's common stock on March 13, 2002, which was $18.30 per share.

The Notes will be redeemable at specified prices declining to 100% of the principal amount plus accrued and unpaid interest at the company's option beginning on March 21, 2005. The holders of the Notes will also have the ability to require the company to repurchase the Notes in the event that the company undergoes specified fundamental changes, including a change of control. In each such case, the redemption or repurchase price would be 100% of the principal amount of the Notes plus accrued and unpaid interest.

The securities to be offered have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

# # #

© 2002 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.

Cautionary Statement: CA's statements in this press release that are not historical facts and that relate to future plans or events are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include CA's intention to raise proceeds through the offering and sale of convertible senior notes, the intended use of proceeds and the anticipated terms of such notes. There can be no assurance that CA will complete the offering on the anticipated terms or at all. CA's actual results could differ materially from those projected or forecasted in the forward-looking statements. Important factors that could cause actual results to differ materially include: risks and instability associated with changes in the company's business model; risks associated with changes in the way in which the company accounts for license revenue; the difficulty of making financial projections resulting from the significant percentage of CA's quarterly contracts consummated in the last few days of the quarter; the emergence of new competitive initiatives resulting from rapid technological advances or changes in pricing in the market; market acceptance of new products and services and continued acceptance of existing products and services; risks associated with the entry into new markets; the risks associated with integrating acquired businesses and technologies; the effects of war or acts of terrorism; dependency on large dollar licensing transactions; the outcome of pending or future governmental inquiries; 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; adverse results of litigation; fluctuations in foreign currency exchange rates and interest rates; the volatility of the international marketplace; uncertainties relative to global economic conditions; and other risks described in filings with the Securities and Exchange Commission, which are available at www.sec.gov. CA assumes no obligation to update the information in this press release.

EX-99

COMPUTER ASSOCIATES ANNOUNCES CLOSING OF SALE OF CONVERTIBLE SENIOR NOTES AND PURCHASE OF A SIMULTANEOUS CALL SPREAD REPURCHASE OPTION

ISLANDIA, N.Y., March 19, 2002 - Computer Associates International, Inc. (NYSE: CA) today announced the closing of a private offering of $660 million aggregate principal amount of 5% Convertible Senior Notes Due 2007 issued pursuant to Rule 144A and offshore under Regulation S.

CA intends to use the net proceeds generated from the offering to refinance a portion of the outstanding borrowings under its existing bank credit facility and for general corporate purposes. In addition, CA used approximately $95 million of the proceeds to purchase call spread repurchase options on its common stock to limit exposure to potential dilution from conversion of the Notes.

The securities offered have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and unless so registered, may not be sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

# # #

© 2002 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.

Cautionary Statement: CA's statements in this press release that are not historical facts and that relate to future plans or events are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. CA's actual results could differ materially from those projected or forecasted in the forward-looking statements. Important factors that could cause actual results to differ materially include: risks and instability associated with changes in the company's business model; risks associated with changes in the way in which the company accounts for license revenue; the difficulty of making financial projections resulting from the significant percentage of CA's quarterly contracts consummated in the last few days of the quarter; the emergence of new competitive initiatives resulting from rapid technological advances or changes in pricing in the market; market acceptance of new products and services and continued acceptance of existing products and services; risks associated with the entry into new markets; the risks associated with integrating acquired businesses and technologies; the effects of war or acts of terrorism; dependency on large dollar licensing transactions; the outcome of pending or future governmental inquiries; 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; adverse results of litigation; fluctuations in foreign currency exchange rates and interest rates; the volatility of the international marketplace; uncertainties relative to global economic conditions; and other risks described in filings with the Securities and Exchange Commission, which are available at www.sec.gov. CA assumes no obligation to update the information in this press release.