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



                                November 22, 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
                                                           --------------

                                 Not Applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)







Item 5.  Other Events.

On November 8, 1999, the Delaware  Chancery  Court issued a ruling  ordering the
return to Computer Associates International, Inc. ("Computer Associates") of 9.5
million  shares of  Computer  Associates  common  stock that had been  issued to
Charles Wang,  Sanjay Kumar and Russell Artzt pursuant to the 1995 Key Executive
Stock Ownership Plan (the "1995 Plan"), which was approved by stockholders.  The
ruling  stated that the  Compensation  Committee  of the Board of  Directors  of
Computer Associates had exceeded its authority in issuing the shares in question
pursuant to the 1995 Plan. On November 10, 1999,  Computer  Associates  issued a
press release,  a copy of which is filed herewith as an Exhibit,  announcing the
intention of the board members named as defendants in the lawsuit, including the
members of the Compensation  Committee at the time of the stock award, to appeal
the Delaware Chancery Court ruling.


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

         (a)  Not applicable.
         (b)  Not applicable.
         (c)  Exhibits

                99.1  Press Release dated November 10, 1999.







                                   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:   November 22, 1999               By: /s/ Ira Zar
                                             --------------
                                             Ira Zar
                                             Senior Vice President and Chief
                                             Financial Officer







                               EXHIBIT INDEX
                              ---------------


Exhibit No.                      Exhibit
- -----------       --------------------------------------
   9.1            Press Release dated November 10, 1999.













   COMPUTER ASSOCIATES BOARD OF DIRECTORS REAFFIRMS 1995 EXECUTIVE STOCK PLAN
                  Board Members to Appeal Delaware Court Ruling
         Company Also Says Ruling Will Not Impact Business or Executive
                                 Management Team

ISLANDIA,  N.Y., November 10, 1999 -- The Compensation Committee of the Board of
Directors of Computer  Associates  (NYSE:  CA) at a meeting today reaffirmed its
support for the 1995 Key Executive Stock Ownership Plan.  Committee members said
they will  appeal the  Delaware  Chancery  Court  ruling  concerning  the shares
awarded under the Plan.

In  addition,  the company  said the ruling  will have no adverse  impact on its
business or its executive  management  team.  Charles B. Wang, CA's Chairman and
Chief Executive Officer, stated: "Sanjay, Russ and I remain as committed as ever
to  the  business  of  making  CA,  its  employees,   shareholders  and  clients
successful.  While the ruling is  disappointing,  it will in no way  distract us
from delivering the results that will maintain CA's leadership in our industry."

The  Compensation  Committee said that the Plan,  which had been  overwhelmingly
approved by CA's  shareholders,  was designed to reward key  executives  if they
succeeded in increasing  shareholder  value by improving  operating  results and
efficiently  employing the Company's capital.  It was intended as an award based
upon the Company's financial  performance.  Under the Plan as designed,  a $17.4
billion  increase in the market  value of CA  measured  by specific  performance
milestones  triggered an award to the key  executives  of CA stock  representing
3.75% of the Company's equity.  The early vesting threshold of the 1995 Plan was
satisfied  in mid 1998 and the  Compensation  Committee  awarded  20.25  million
common  shares to account for the stock splits that  occurred in the years since
the Plan's adoption and the granting of the stock.

Willem F. P. de Vogel, chairman of the Compensation  Committee,  said: "The most
fair and logical reading of the Plan requires  adjusting the number of shares to
be awarded to account for any stock splits. That is what we intended."

The Plan's  reaffirmation was made by all the independent  members of the board,
including the original  compensation  committee  comprised of de Vogel,  Richard
Grasso,  and Irving Goldstein,  as well as the current  compensation  committee,
which now also includes Roel Pieper and Alfonse D'Amato.

The  original  Compensation  Committee  members,  who are  parties  in the legal
action,  said  that the  Delaware  judge's  ruling  is a narrow  reading  of the
compensation  Plan,  and  that  the  court's  reading  of the  share  limitation
provision  frustrates  the  Plan's  central  purpose.  They added that this same
intent was echoed by the  shareholders'  rejection at this year's annual meeting
of  CA  shareholders  of a  proposal  to  limit  executive  compensation.  These
committee  members  said  while they  respect  the  opinion  of the court,  they
disagree with the result. They stated they will appeal Monday's court ruling and
pursue all appropriate means to honor the committee's original intention.

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 17,500  employees
and had revenue of $5.3 billion in fiscal year 1999.

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

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