SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
	                                         

	                            SCHEDULE 13D
	                           (Rule 13d-101)
	               Under the Securities Exchange Act of 1934
                                (Amendment No. 2)

	                    SYSTEM SOFTWARE ASSOCIATES, INC.
	                                                       
	                          (Name of Issuer)

	                 Common Stock, Par Value $.0033 Per Share
	                                                             
                          (Title of Class of Securities)

	                              87183910
	                                                
	                            (CUSIP Number)

	                          Steven M. Woghin, Esq.
	                 Senior Vice President and General Counsel
	                   Computer Associates International, Inc.
	                     One Computer Associates Plaza
	                       Islandia, New York  11788
	                            (516) 342-5224
	                                             
                  (Name, Address and Telephone Number of Person 
                 Authorized to Receive Notices and Communications)

	                            January 29, 1998
                                                                   
               (Date of Event which Requires Filing of this Statement)

	If the filing person has previously filed a Statement on Schedule 13G
      To report the acquisition which is the subject of this Schedule 13D, and
      is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the
      following box 

 2

CUSIP No. 87183910             13D           

1  Name of Reporting Person
   S.S. or I.R.S. Identification No. of Above Person
   
   Computer Associates International, Inc.

2  Check the Appropriate Box if a Member of a Group (See Instructions)	(a) 
	                                                                  (b)

3  SEC Use Only

4  Sources of Funds (See Instructions)
   WC

5  Check Box if Disclosure of Legal Proceedings is Required Pursuant
   to Item 2(d) or 2(e)	

6  Citizenship or Place of Organization
   
   Delaware

Number of    7   Sole Voting Power
Shares           1,203,603

Beneficially 8   Shared Voting Power
                 0 

Each         9   Sole Dispositive Power        
Reporting        1,203,603

Person With  10  Shared Dispositive Power
                 0

11  Aggregate Amount Beneficially Owned by Each Reporting Person
    1,203,603


12  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
    Instructions)	

13  Percent of Class Represented by Amount in Row (11)
    2.6%

14 Type of Reporting Person (See Instructions)
CO

 3

This Amendment No. 2 amends and supplements the Statement on Schedule 13D, 
originally filed with the Securities and Exchange Commission on September 8,
1997, as amended January 22,1998 (the Schedule 13D) by Computer Associates 
International, Inc., a Delaware corporation(Computer Associates).  Capitalized
terms not defined herein have the meanings assigned thereto in the Schedule 13D.

Item 5 of the Schedule 13D is hereby amended in its entirety to read as follows:

Item 5.	Interest in Securities of the Issuer.

		(a)  As of the close of business on January 29, 1998, Computer 
Associates beneficially owned 1,203,603 shares of Common Stock. Such 1,203,603
shares represent approximately 2.6% of the outstanding shares of Common Stock 
(computed on the basis of 46,586,848 shares of Common Stock outstanding as of 
January 22, 1998 as specified in the Issuers Annual Report on Form 10-K for the
fiscal year ended October 31, 1997, filed on January 29, 1998.

		To the knowledge of Computer Associates, none of Computer 
Associates directors, executive officers, affiliates or associates beneficially
owns any equity securities, or rights to acquire any equity securities, of the
Issuer.

		(b)  Computer Associates has the sole power to vote or to direct the
vote, and to dispose or to direct the disposition of, the 1,203,603 shares of 
Common Stock beneficially owned by it.

		(c)  On January 29, 1998, Computer Associates sold 2,400,000 shares
of Common Stock in a privately negotiated sale for $7.00 per share.


		(d)  No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, any of the 
1,203,603 shares of Common Stock beneficially owned by Computer Associates.

		(e) January 29, 1998.

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	                           SIGNATURES

		After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is 
true, complete and correct.

Dated: February 2, 1998	                      COMPUTER ASSOCIATES
	                                        INTERNATIONAL, INC.
                                                         
                                            By:/s/ Steven M. Woghin, Esq.
	                                      Name: Steven M. Woghin, Esq.
	                                      Title: Sr. Vice President &
					                     And General Counsel