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

September 22, 2004

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 of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Computer Associates Plaza, Islandia, New York		11749
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (631) 342-6000

Not Applicable

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 1.02 Termination of a Material Definitive Agreement
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EX-10.1 LETTER AGREEMENT
EX-10.2 NOTICE OF REVOCATION

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02 Termination of a Material Definitive Agreement

In the Proxy Statement for its 2004 Annual Meeting of Stockholders, Computer Associates International, Inc. (“CA”) reported that, in connection with the resignation of Sanjay Kumar, its former Chairman and Chief Executive Officer, CA would continue to provide Mr. Kumar with (1) telephone and network connections and support; (2) certain home security services; and (3) off-premises office space and one assistant. CA also reported that it could determine to revoke one or more of these benefits at any time. CA and Mr. Kumar entered into a letter agreement, dated August 26, 2004, providing for the foregoing arrangements.

On September 22, 2004, following announcements concerning the resolution of investigations of CA by the United States Attorney’s Office for the Eastern District of New York and the United States Securities and Exchange Commission, and the indictment of Mr. Kumar, CA notified counsel to Mr. Kumar that the above benefits were being revoked.

As reported in CA’s Proxy Statement, and as provided in the August 26, 2004 letter agreement with Mr. Kumar, the Company agreed to provide Mr. Kumar and his family with medical insurance for a period of up to 20 years, subject to his death or his obtaining medical insurance as a result of new employment, and to make Mr. Kumar whole for his income tax obligations related to the continued medical insurance. These benefits have not been revoked.

The letter agreement dated August 26, 2004 and the September 22, 2004 notice of revocation referred to above are being filed as exhibits to this Report.

Item 9.01 Financial Statements and Exhibits

The following documents are being filed as exhibits to this Report:

Exhibit 10.1	Letter Agreement, dated August 26, 2004, between Computer Associates International, Inc. and Sanjay Kumar
Exhibit 10.2	Notice of Revocation dated September 22, 2004

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: September 27, 2004	By:	/s/Jeff Clarke
		Jeff Clarke
		Chief Operating Officer and Chief Financial Officer

EX-10.1

[LETTERHEAD OF COMPUTER ASSOCIATES INTERNATIONAL, INC.]

August 26, 2004

Mr. Sanjay Kumar

Dear Sanjay:

     In connection with your resignation as an employee of Computer Associates International, Inc. (“CA”), the Board of Directors has agreed to the following:

     1. The Company will continue to provide you with: (a) telephone and network connections and support, for which the Company will incur no incremental cost; and (b) certain home security services, at an annual cost to the Company of approximately $9000. The Company may determine to revoke these benefits for good cause, upon sixty days notice to you.

     2. For a period of no more than five years, the Company will provide you with reasonable office space, including the service of one administrative assistant of your choice, at a location selected by you but not at a CA facility. The provision and maintenance of such office space, including administrative assistance, will be at no cost to you. The Company may determine to revoke these benefits for good cause, upon sixty days notice to you.

     3. The Company will provide you, your spouse and your children with medical insurance for a period of twenty years, from June 30, 2004, subject to your not obtaining medical insurance as a result of new employment. The Company will also make you (or, in the event of your death, you wife and children) whole for income tax obligations related to continued medical insurance.

     4. The Board of Directors will defer a decision with respect to any further executive compensation and/or severance payment pending resolution of the existing investigations by the United States Attorney’s Office for the Eastern District of New York and the U.S. Securities and Exchange Commission (collectively, the “Government Litigations”). After resolution of the Government Litigations, the Board will consider any and all pending issues related to your compensation within a reasonable time, but in any case not later than 90 days after such resolution. The Board’s willingness to consider such compensation issues shall not be deemed to confer a right to you to any such additional compensation, and the Board may determine not to award such compensation.

     5. In addition to the foregoing, you and the Board of Directors agree that any and all applicable statutes of limitations relating to any and all claims that you or the Company may have against the other will be tolled to the extent permitted by applicable law pending resolution of the decisions relating to your compensation described in the previous paragraph. This tolling agreement may be revoked by the Company or you on thirty days written notice to the other.

     6. To the extent the Company desires your assistance on any matter, the Company will compensate you at a daily rate equal to your base salary as of March 31, 2004 divided by 240, and the Company will provide you with travel arrangements or reimburse you promptly for any reasonable travel expenses incurred by you. You and we understand that in no way is the foregoing to be deemed a consulting agreement and that neither we nor you have an expectation of a minimum or maximum amount of assistance provided by you to the Company.

Sincerely,

/s/ Lewis S. Ranieri

Lewis S. Ranieri

Chairman

The Board of Directors

Computer Associates International, Inc.

Agreed and acknowledged:

/s/Sanjay Kumar

Sanjay Kumar

EX-10.2

[LETTERHEAD OF COMPUTER ASSOCIATES INTERNATIONAL, INC.]

September 22, 2004

By Overnight Delivery

John Cooney, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017

Dear Jack:

     This is in reference to the letter of August 26, 2004, from Lewis S. Ranieri to your client, Mr. Sanjay Kumar, regarding certain matters with respect to his resignation as an employee of Computer Associates International, Inc.

     This letter shall constitute the sixty-day notice to Mr. Kumar that the Company, for good cause, has determined to revoke the benefits referred to in paragraphs 1 and 2 of the letter.

Very truly yours,

/S/ Kenneth V. Handal

Kenneth V. Handal

Executive Vice President and General Counsel