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.