SC 14D1/A

                   SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549
                                         
                            AMENDMENT NO. 1
                                 TO
                            SCHEDULE 14D-l
               TENDER OFFER STATEMENT PURSUANT TO SECTION
           14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
                                AND
                            SCHEDULE 13D
              UNDER THE SECURITIES EXCHANGE ACT OF 1934


                 COMPUTER MANAGEMENT SCIENCES, INC.
               -----------------------------------------
                      (Name of Subject Company)

                      THEBETTERPLAN (TBP), INC.
                 COMPUTER ASSOCIATES INTERNATIONAL, INC.
               -----------------------------------------
                             (Bidder)

                 COMMON STOCK, PAR VALUE $.01 PER SHARE
               -----------------------------------------
                    (Title of Class of Securities)

                             205213101
               -----------------------------------------
                 (CUSIP Number of Class of Securities)

                           SANJAY KUMAR
                     THEBETTERPLAN (TBP), INC.
             C/O COMPUTER ASSOCIATES INTERNATIONAL, INC.
                   ONE COMPUTER ASSOCIATES PLAZA
                   ISLANDIA, NEW YORK 11788-7000
                     TELEPHONE:  (516) 342-5224
               -----------------------------------------
       (Name, Address and Telephone Number of Person Authorized
       to Receive Notices and Communications on Behalf of Bidder)

                           COPIES TO:
                      SCOTT F. SMITH, ESQ.
                   HOWARD, SMITH & LEVIN LLP
                  1330 AVENUE OF THE AMERICAS
                   NEW YORK, NEW YORK  10019 
                   TELEPHONE:  (212) 841-1000

                        February 9, 1999
               -----------------------------------------
                (Date Tender Offer First Published,
                   Sent or Given to Security Holders)

 2

Computer Associates International, Inc. (Computer Associates) and its wholly 
owned subsidiary, TheBetterPlan (TBP), Inc., hereby amend and supplement their 
combined Tender Offer Statement on Schedule 14D-1 and Statement on Schedule 
13D(the Statement), originally filed on February 9, 1999, with respect to an 
offer to purchase all outstanding shares of common stock, par value $0.01 per 
share, of Computer Management Sciences, Inc., a Florida corporation, as set 
forth in this Amendment No. 1.  Capitalized terms not defined herein have the 
meanings assigned thereto in the Statement.

Item 10.  Additional Information.
          ----------------------

          On February 10, 1999, Computer Associates issued a press release 
announcing the commencement of the Offer.  A copy of the press release is 
attached hereto as Exhibit (a)(9) and is incorporated herein by reference.

Item 11.	Material to be Filed as Exhibits.
            --------------------------------

(a)(9)      Text of press release issued by Computer Associates dated 
            February 10, 1999.

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                                SIGNATURE


  After due 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 11, 1999



                              TheBetterPlan (TBP), Inc.


                              By/s/ Ira H. Zar	
                                ----------------------
                                Name:   Ira H. Zar
                                Title:  President and Assistant Treasurer 


                              COMPUTER ASSOCIATES INTERNATIONAL, INC.


                              By/s/ Ira H. Zar
                                ----------------------	
                                Name:   Ira H. Zar
                                Title:  Senior Vice President-Finance 
                                        and Chief Financial Officer

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	                      EXHIBIT INDEX
Exhibit 
Number    Exhibit Name
- -------   ------------

(a)(9)    Text of press release issued by Computer Associates dated
          February 10, 1999.

EX-99.A.9

                                           Exhibit 99 (a)(11)

Contacts:                                      Doug Robinson - Investor 
Relations                                      Bob Gordon - Public Relations
		(516) 342-2745                     (516) 342-2391
		dougr@cai.com                      bobg@cai.com	

           COMPUTER ASSOCIATES COMMENCES TENDER OFFER FOR COMPUTER 
                        MANAGEMENT SCIENCES, INC.

ISLANDIA, N.Y., February 10, 1999 Computer Associates 
International, Inc. (NYSE: CA) announced that TheBetterPlan 
(TBP), Inc., CAs wholly owned merger subsidiary, commenced a 
tender offer on February 9, 1999 for all of the outstanding 
shares of Computer Management Sciences, Inc. (NASDAQ: CMSX) 
common stock at a price of $28.00 per share, net to the seller in 
cash.  

The offer is being made pursuant to the Agreement and Plan of 
Merger dated as of February 5, 1999 among CA, TheBetterPlan 
(TBP), Inc. and Computer Management Sciences, Inc. (CMSI).  It 
is conditioned, among other things, upon a number of shares being 
tendered and not withdrawn such that, upon consummation of the 
offer, CA and its affiliates will beneficially own in the 
aggregate not less than a majority of the shares on a fully 
diluted basis.  The offer will expire at 12:00 midnight, New York 
City time, on Tuesday, March 9, 1999, unless the offer is 
extended.

The Board of Directors of Computer Management Sciences, Inc. has 
unanimously approved the offer and the Merger Agreement and has 
unanimously recommended that stockholders of Computer Management 
Sciences, Inc. accept the offer.

The acquisition of CMSI, which custom develops cutting edge IT 
solutions for a Fortune 1000 client base and will become part of 
CAs Global Professional Services (GPS), reflects GPS growth 
strategy of implementing leading edge business solutions.  The 
acquisition will accelerate the delivery of powerful new 
solutions built around CAs Unicenter TNG and Jasmine 
technologies into the upper echelons of the enterprise wide 
distributed applications market space.  CA will also expand 
CMSIs unique Systems Outsourcing Centers (SOC) worldwide. 

CMSI specializes in Internet development, business process 
reengineering, strategy planning, evolutionary downsizing, rapid 

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application development, object oriented databases, vendor 
software evaluation, and other key technology areas.  

The information agent for the offer is D.F. King & Co., Inc., 77 
Water Street, New York, N.Y.,  10005, telephone: (212) 269-5550 
or 1 800 659 5550.

Computer Associates International, Inc. (NYSE: CA), the world 
leader in mission-critical business computing, provides software, 
support and integration services in more than 100 countries 
around the world.  CA has more than 13,000 employees and had 
revenue of $5.1 billion in calendar year 1998.

For more information about CA, please call 516-342-5224 or email 
info@cai.com.  CAs World Wide Web address is www.cai.com.

                             ###

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