SC 14D1/A

                 SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                                         
                          AMENDMENT NO. 2
                                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 with the Securities and Exchange Commission
on February 9, 1999, as amended, 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.  Capitalized terms not 
defined herein have the meanings assigned thereto in the Statement.

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

On February 22, 1999, Computer Associates issued a press release relating to
the early termination of the applicable waiting period under the Hart Scott 
Rodino Antitrust Improvements Act of 1976.  A copy of the press release is 
attached hereto as Exhibit (a)(10) and is incorporated herein by reference.

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

(a)(10)  Text of press release issued by Computer Associates dated February 22,
         1999.

 3

                              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 22, 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

 4

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

(a)(10)       Text of press release issued by Computer Associates dated
              February 22, 1999.

EX-99.A.10

                                               EXHIBIT 99 (a)(10)


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

           COMPUTER ASSOCIATES GRANTED EARLY TERMINATION OF HSR 
           WAITING PERIOD IN TENDER OFFER FOR COMPUTER MANAGEMENT 
                               SCIENCES SHARES 

ISLANDIA, N.Y., February 22, 1999 -Computer Associates International, Inc. 
(NYSE: CA) announced that it has been granted early termination of the waiting 
period under the Hart Scott Rodino Antitrust Improvements Act of 1976, as 
amended, applicable to its tender offer for shares of Computer Management 
Sciences, Inc. (Nasdaq: CMSX) effective immediately.  The tender offer will 
expire at 12:00 midnight, New York City time, on Tuesday, March 9, 1999,
unless the offer is extended. 

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.  
As World Wide Web address is www.cai.com.

All referenced product names are trademarks of their respective companies.