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



                                  June 29, 1999
                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
          (Address of Principal Executive Offices)           (Zip Code)

     Registrant's telephone number, including area code: (516) 342-5224






Item 4.  Changes in Registrant's Certifying Accountants.

Ernst  &  Young  LLP was  previously  the  principal  accountants  for  Computer
Associates  International,  Inc. (the  "Registrant").  On June 29, 1999, Ernst &
Young LLP's appointment as principal accountants was terminated and KPMG LLP was
engaged  as  principal  accountants.  The  decision  to change  accountants  was
approved  by the  audit  committee  and  the  full  board  of  directors  of the
Registrant.

During the  Registrant's  two most recent fiscal years ended March 31, 1999, and
the subsequent interim period through June 29, 1999, there were no disagreements
between  the  Registrant  and  Ernst & Young  LLP on any  matter  of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedures, which disagreements if not resolved to their satisfaction would have
caused them to make  reference in  connection  with their opinion to the subject
matter of the disagreement.

None of the "reportable  events" described under Item 304(a)(1)(v) of Regulation
S-K  occurred  within the  Registrant's  two most  recent  fiscal  years and the
subsequent interim period through June 29, 1999.

The audit reports of Ernst & Young LLP on the consolidated  financial statements
of Computer  Associates  International,  Inc. and subsidiaries as of and for the
fiscal years ended March 31, 1999 and 1998, did not contain any adverse  opinion
or disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit  scope,  or  accounting  principles.  A letter  from  Ernst & Young LLP is
attached as Exhibit 16.1.

During the  Registrant's  two most recent fiscal years ended March 31, 1999, and
the  subsequent  interim  period  through June 29, 1999,  the Registrant did not
consult with KPMG LLP  regarding  any of the matters or events set forth in Item
304 (a)(2)(i) and (ii) of Regulation S-K.



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

(c)      Exhibits

         The following exhibit is filed with this Form 8-K:

         16.1  Letter  of  Ernst  &  Young  LLP  regarding   change  in
               certifying accountant.









                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
Computer  Associates  has duly  caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


                                        Computer Associates International, Inc.


Dated:   July 1, 1999                   By:    /s/ Ira Zar
                                           -------------------------------------
                                               Ira Zar
                                               Senior Vice President and Chief
                                               Financial Officer

EX-16.1

                                                                    EXHIBIT 16.1


July 1, 1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Gentlemen:

We have  read Item 4 of Form 8-K  dated  July  1,1999,  of  Computer  Associates
International,  Inc.  and are in  agreement  with the  statements  contained  in
paragraphs 2 to 4 on page 2 therein.  We have no basis to agree or disagree with
other statements of the registrant contained therein.

                                                       /s/ Ernst & Young LLP