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


                                December 5, 2002
                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: (631) 342-6000
                                 Not Applicable
                        --------------------------------
          (Former name or former address, if changed since last report)







ITEM 5. OTHER EVENTS.

         On December 5, 2002, Computer Associates International, Inc. (the
"Company") announced that it proposed to sell approximately $400 million
principal amount of Convertible Senior Notes due 2009 through a private
offering to be issued pursuant to Rule 144A and offshore under Regulation S.
The Company's press release dated December 5, 2002, relating to the proposed
offering and issued pursuant to Rule 135c under the Securities Act of 1933,
as amended, is attached hereto as Exhibit 99.1. Also on December 5, 2002, the
Company announced the pricing of a private offering of up to $460 million
aggregate principal amount of 1 5/8% Convertible Senior Notes due in 2009
(the "Notes") to be issued pursuant to Rule 144A and offshore under
Regulation S. The Company's press release dated December 5, 2002, relating to
the offering and issued pursuant to Rule 135c under the Securities Act of
1933, as amended, is attached hereto as Exhibit 99.2. On December 11, 2002,
the Company announced the closing of the sale of the Notes. The Company's
press release dated December 11, 2002, relating to the sale and issued
pursuant to Rule 135c under the Securities Act of 1933, as amended, is
attached hereto as Exhibit 99.3.

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.

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

Exhibit No.   Exhibit
- -----------   -------

99.1          Press Release of Computer Associates International, Inc. dated
              December 5, 2002.

99.1          Press Release of Computer Associates International, Inc. dated
              December 5, 2002.

99.2          Press Release of Computer Associates International, Inc. dated
              December 11, 2002.


                                   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: December 13, 2002           By: /s/ Ira Zar
                                       ---------------------------------------
                                       Ira Zar
                                       Executive Vice President and
                                       Chief Financial Officer

EX-99.1

                                                                    Exhibit 99.1


COMPUTER ASSOCIATES ANNOUNCES PROPOSED PRIVATE OFFERING OF CONVERTIBLE SENIOR
NOTES AND SIMULTANEOUS CALL SPREAD REPURCHASE TRANSACTION

ISLANDIA, N.Y., December 5, 2002 - Computer Associates International, Inc.
(NYSE: CA) today announced that it intends to sell approximately $400 million
principal amount of Convertible Senior Notes due 2009 through a private offering
to qualified institutional buyers under Rule 144A and offshore under Regulation
S. The sale is subject to market and other conditions.


CA stated that it expects the terms of the offering to include an option for up
to an additional $60 million principal amount of notes, depending on the
ultimate size of the offering.


Under the terms of the proposed offering, the Notes will be convertible into
shares of common stock of CA. The Notes will not be redeemable. CA expects to
use a portion of the proceeds to enter into a call spread repurchase transaction
to limit exposure to potential dilution from conversion of the Notes.


In connection with the call spread repurchase transaction, the initial
purchasers will take positions in CA's common stock in secondary market
transactions and/or will enter into various derivative transactions after the
pricing of the Notes. The balance of the proceeds will be used to refinance
existing indebtedness and for general corporate purposes.


The securities to be offered have not been registered under the Securities Act
of 1933, as amended (the "Securities Act"), or any state securities laws, and
unless so registered, may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities
laws.


This press release does not constitute an offer to sell or the solicitation of
an offer to buy any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering would be unlawful.






About Computer Associates

Computer Associates International, Inc. (NYSE: CA) delivers The Software That
Manages eBusiness. CA's world-class solutions address all aspects of eBusiness
management through industry-leading brands: Unicenter for infrastructure
management, ETrust for security management, BrightStor for storage management,
CleverPath for portal and business intelligence, AllFusion for application life
cycle management, Advantage for data management and application development, and
Jasmine for object-oriented database technology. Founded in 1976, CA serves
organizations in more than 100 countries, including 99 percent of the Fortune
500 companies. For more information, visit http://ca.com.


Cautionary Statement: CA's statements in this press release that are not
historical facts and that relate to future plans or events are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include CA's intention to raise proceeds
through the offering and sale of convertible senior notes, the intended use of
proceeds and the anticipated terms of such notes. There can be no assurance that
CA will complete the offering on the anticipated terms or at all. CA's ability
to complete the offering will depend, among other things, on market conditions.
CA's actual results could differ materially from those projected or forecasted
in the forward-looking statements. Important factors that could cause actual
results to differ materially include: risks and instability associated with
changes in the company's business model; risks associated with changes in the
way in which the company accounts for license revenue; the difficulty of making
financial projections resulting from the significant percentage of CA's
quarterly contracts consummated in the last few days of the quarter; the
emergence of new competitive initiatives resulting from rapid technological
advances or changes in pricing in the market; market acceptance of new products
and services and continued acceptance of existing products and services; risks
associated with the entry into new markets; the risks associated with
integrating acquired businesses and technologies; the effects of war or acts of
terrorism; dependency on large dollar licensing transactions; the outcome of
pending or future governmental inquiries; delays in product delivery; reliance
on mainframe capacity growth; the ability to recruit and retain qualified
personnel; business conditions in the distributed systems and mainframe software
and hardware markets; uncertainty and volatility associated with Internet and
eBusiness related activities; use of software patent rights to attempt to limit
competition; adverse results of litigation; fluctuations in foreign currency
exchange rates and interest rates; the volatility of the international
marketplace; uncertainties relative to global economic conditions; and other
risks described in filings with the Securities and Exchange Commission, which
are available at www.sec.gov. CA assumes no obligation to update the information
in this press release.




(C)2002 Computer Associates International, Inc. One Computer Associates Plaza,
Islandia, N.Y. 11749. All trademarks, trade names, service marks, and logos
referenced herein belong to their respective companies.

EX-99.2

                                                                    Exhibit 99.2


COMPUTER ASSOCIATES PRICES $400 MILLION CONVERTIBLE SENIOR NOTE OFFERING

ISLANDIA, N.Y., December 5, 2002 - Computer Associates International, Inc.
(NYSE: CA) today announced the pricing of a private offering of $400 million of
Convertible Senior Notes due in 2009 to be issued pursuant to Rule 144A and
offshore under Regulation S. The Notes will bear interest at a rate of 1 5/8
percent per annum and will be convertible into the company's common stock at a
conversion price of $20.04 per share.

The company also has granted to the initial purchasers of the Notes an option to
purchase up to an additional $60 million principal amount of Notes.


CA expects to use part of the proceeds to enter into a call spread repurchase
transaction on its common stock to limit exposure to potential dilution from
conversion of the Notes. In connection with the call spread repurchase
transaction, the initial purchasers will take positions in CA's common stock in
secondary market transactions and/or will enter into various derivative
transactions after the pricing of the Notes. The balance of the proceeds will be
used to refinance existing indebtedness and for general corporate purposes.


At the initial conversion price, each $1,000 principal amount of notes will be
convertible into approximately 49.9002 shares of the company's common stock. The
initial conversion price represents a 38 percent premium over the last reported
sale of the company's stock on December 5, 2002, which was $14.52 per share.


The Notes are not redeemable.


The securities to be offered have not been registered under the Securities Act
of 1933, as amended, or any state securities laws, and unless so registered, may
not be offered or sold in the United State except pursuant to an exemption from,
or in a transaction not subject to, the registration requirement of the
securities Act and applicable state securities laws.


This press release shall not constitute an offer to sell or the solicitation of
an offer to buy any security and shall not constitute an offer, solicitation or
sale in any sale in any jurisdiction in which such offer, solicitation or sale
is unlawful.

About Computer Associates

Computer Associates International, Inc. (NYSE: CA) delivers The Software That
Manages eBusiness. CA's world-class solutions address all aspects of eBusiness
management through industry-leading brands: Unicenter for infrastructure
management, eTrust for security management, BrightStor for storage management,
CleverPath for portal and business intelligence, AllFusion for application life
cycle management, Advantage for data management and application development, and
Jasmine for object-oriented database technology. Founded in 1976, CA serves
organizations in more than 100 countries, including 99 percent of the Fortune
500 companies. For more information, visit http://ca.com .


Cautionary Statement: CA's statements in this press release that are not
historical facts and that relate to future plans or events are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include CA's intention to raise proceeds
through the offering and sale of convertible senior notes, the intended use of
proceeds and the anticipated terms of such notes. There can be no assurance that
CA will complete the offering on the anticipated terms or at all. CA's ability
to complete the offering will depend, among other things, on market conditions.
CA's actual results could differ materially from those projected or forecasted
in the forward-looking statements. Important factors that could cause actual
results to differ materially include: risks and instability associated with
changes in the company's business model; risks associated



with changes in the way in which the company accounts for license revenue; the
difficulty of making financial projections resulting from the significant
percentage of CA's quarterly contracts consummated in the last few days of the
quarter; the emergence of new competitive initiatives resulting from rapid
technological advances or changes in pricing in the market; market acceptance of
new products and services and continued acceptance of existing products and
services; risks associated with the entry into new markets; the risks associated
with integrating acquired businesses and technologies; the effects of war or
acts of terrorism; dependency on large dollar licensing transactions; the
outcome of pending or future governmental inquiries; delays in product delivery;
reliance on mainframe capacity growth; the ability to recruit and retain
qualified personnel; business conditions in the distributed systems and
mainframe software and hardware markets; uncertainty and volatility associated
with Internet and eBusiness related activities; use of software patent rights to
attempt to limit competition; adverse results of litigation; fluctuations in
foreign currency exchange rates and interest rates; the volatility of the
international marketplace; uncertainties relative to global economic conditions;
and other risks described in filings with the Securities and Exchange
Commission, which are available at www.sec.gov. CA assumes no obligation to
update the information in this press release.




(C)2002 Computer Associates International, Inc. One Computer Associates Plaza,
Islandia, N.Y. 11749. All trademarks, trade names, service marks, and logos
referenced herein belong to their respective companies.

EX-99.3

                                                                    Exhibit 99.3


COMPUTER ASSOCIATES CLOSES SALE OF $460 MILLION CONVERTIBLE SENIOR NOTES

ISLANDIA, N.Y., December 11, 2002 - Computer Associates International, Inc.
(NYSE: CA) today announced that it has completed a private placement of $460
million aggregate principal amount of 1 5/8 percent Convertible Senior Notes due
2009, issued pursuant to SEC Rule 144A and offshore under SEC Regulation S.

CA expects to use the net proceeds generated from the offering to refinance
existing indebtedness and for general corporate purposes. In addition, CA used
approximately $73 million of the proceeds to enter into a call spread repurchase
transaction on its common stock to limit potential dilution from conversion of
the Notes. The call spread effectively provides full protection from dilution up
to $30 per share, or just over 100% of the price of the stock on the pricing
date.

"Over the past year, we have taken significant steps to reduce our debt load and
strengthen our cash position," said Sanjay Kumar, CA chairman and CEO. "While we
were prepared to retire debt due over the next six months through existing
cash-on-hand and cash flow generation, we have taken advantage of favorable
market conditions to build cash and to position CA to invest aggressively in its
businesses and to better serve customers, grow revenue and increase market
share."

The securities to be offered have not been registered under the Securities Act
of 1933, as amended, or any state securities laws, and unless so registered, may
not be offered or sold in the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of
an offer to buy any security and shall not constitute an offer, solicitation or
sale in any sale in any jurisdiction in which such offer, solicitation or sale
is unlawful.

About Computer Associates

Computer Associates International, Inc. (NYSE: CA) delivers The Software That
Manages eBusiness. CA's world-class solutions address all aspects of eBusiness
management through industry-leading brands: Unicenter for infrastructure
management, eTrust for security management, BrightStor for storage management,
CleverPath for portal and business intelligence, AllFusion for application life
cycle management, Advantage for data management and application development, and
Jasmine for object-oriented database technology. Founded in 1976, CA serves
organizations in more than 100 countries, including 99 percent of the Fortune
500 companies. For more information, visit http://ca.com.

Cautionary Statement: CA's statements in this press release that are not
historical facts and that relate to future plans or events are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include CA's intention to raise proceeds
through the offering and sale of convertible senior notes, the intended use of
proceeds and the anticipated terms of such notes. There can be no assurance that
CA will complete the offering on the anticipated terms or at all. CA's ability
to complete the offering will depend, among other things, on market conditions.
CA's actual results could differ materially from those projected or forecasted
in the forward-looking statements. Important factors that could cause actual
results to differ materially include: risks and instability associated with
changes in the company's business model; risks associated with changes in the
way in which the company accounts for license revenue; the difficulty of making
financial projections resulting from the significant percentage of CA's
quarterly contracts consummated in the last few days of the quarter; the
emergence of new competitive initiatives resulting from rapid technological
advances or changes in pricing in the market; market acceptance of new products
and services and continued acceptance of existing products and services; risks
associated with the entry into new markets; the risks associated with
integrating acquired businesses and technologies; the effects of war or acts of
terrorism; dependency on large dollar licensing transactions; the outcome of
pending or future governmental inquiries; delays in product delivery; reliance
on mainframe capacity growth; the ability to recruit and retain qualified
personnel; business conditions in the distributed






systems and mainframe software and hardware markets; uncertainty and volatility
associated with Internet and eBusiness related activities; use of software
patent rights to attempt to limit competition; adverse results of litigation;
fluctuations in foreign currency exchange rates and interest rates; the
volatility of the international marketplace; uncertainties relative to global
economic conditions; and other risks described in filings with the Securities
and Exchange Commission, which are available at www.sec.gov. CA assumes no
obligation to update the information in this press release.




(C)2002 Computer Associates International, Inc. One Computer Associates Plaza,
Islandia, N.Y. 11749. All trademarks, trade names, service marks, and logos
referenced herein belong to their respective companies.