SC TO-I/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 4
to
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

CA, Inc.
(Name of Subject Company (issuer))
CA, Inc. (Offeror and Issuer)
(Names of Filing Persons (identifying status as offeror, issuer or other person)

Common Stock, par value $.10 per share
(including the Associated Rights to Purchase Series One Junior
Participating Preferred Stock, Class A)
(Title of Class of Securities)

12673P105
(CUSIP Number of Class of Securities)

Kenneth V. Handal
Executive Vice President, Governance, Co-General Counsel and Corporate Secretary
CA, Inc.
One CA Plaza
Islandia, New York 11749-7000
(631) 342-6000
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)
Copy to:
Robert W. Downes
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000

CALCULATION OF FILING FEE*

Transaction Valuation*	Amount of Filing Fee**
$1,000,000,000	$107,000

*	Calculated solely for purposes of determining the filing fee. This amount is based on the purchase of 40,816,327 shares of Common Stock at the maximum tender offer price of $24.50 per share.
**	The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $107.00 per million of the aggregate amount of cash offered by CA,  Inc.
ý	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$107,000	Filing Party:	CA, Inc.
Form or Registration No.:	Schedule TO-I	Date Filed:	August 16, 2006

o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
o	third-party tender offer subject to Rule 14d-1.

ý	issuer tender offer subject to Rule 13e-4.
o	going-private transaction subject to Rule 13e-3.
o	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

INTRODUCTION

        This Amendment No. 4 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the "SEC") on August 16, 2006, as amended and supplemented by Amendment No. 1, Amendment No. 2 and Amendment No. 3 to the Tender Offer Statement on Schedule TO filed with the SEC on August 17, 2006, August 24, 2006 and September 6, 2006, respectively (collectively, the "Schedule TO"), which relates to the offer by CA, Inc., a Delaware corporation (the "Company"), to purchase up to 40,816,327, shares of its common stock, par value $0.10 per share, including the associated rights to purchase Series One Junior Participating Preferred Stock, Class A, under the Company's Rights Agreement, dated June 18, 1991, as amended on May 17, 1995, May 23, 2001 and November 9, 2001, at a price not less than $22.50 nor greater than $24.50 per share, net to the seller in cash, without interest. The offer is subject to the terms and conditions set forth in the Offer to Purchase, dated August 16, 2006 (the "Offer to Purchase"), and the related Letter of Transmittal (the "Letter of Transmittal"), previously filed as Exhibits (a)(1)(D) and (a)(1)(E) to Amendment No. 1, which, together with any amendments or supplements to either, collectively constitute the "Offer." This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) of the Securities Exchange Act of 1934.

        The information in the Offer, including all schedules and annexes thereto, which were previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided.

Item 10.    Financial Statements.

        The section entitled "Certain Information Concerning the Company" on page 20 of the Offer to Purchase is hereby amended to add the Current Reports on Form 8-K filed with the SEC on September 7, 2006 and September 14, 2006 to the list of Current Reports on Form 8-K and 8-K/A under the heading "Incorporation by Reference".

Item 11.    Additional Information.

        Item 11 of the Schedule TO is hereby amended and supplemented by adding the following paragraph at the end thereof:

        "On September 15, 2006, the Company issued a press release announcing the preliminary results of the Offer, which expired at 5:00 p.m., New York City time, on Thursday, September 14, 2006. A copy of the press release is filed as Exhibit (a)(1)(O) to this Schedule TO and is incorporated herein by reference."

Item 12.    Exhibits.

        Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

(a)(1)(O)* Press Release

*

Filed herewith

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SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 4 is true, complete and correct.

CA, INC.
By:	/s/  KENNETH V. HANDAL
Name:	Kenneth V. Handal
Title:	Executive Vice President, Governance, Co-General Counsel and Corporate Secretary

Date: September 15, 2006

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(a)(1)(A)	Summary Advertisement (incorporated herein by reference to the Company's Tender Offer Statement on Schedule TO, filed on August 16, 2006).
(a)(1)(B)	Press Release, dated August 14, 2006 (incorporated herein by reference to the Company's Tender Offer Statement on Schedule TO, filed on August 15, 2006).
(a)(1)(C)	Press Release, dated August 15, 2006 (incorporated herein by reference to the Company's Tender Offer Statement on Schedule TO, filed on August 16, 2006).
(a)(1)(D)*	Offer to Purchase, dated August 16, 2006
(a)(1)(E)*	Letter of Transmittal
(a)(1)(F)*	Notice of Guaranteed Delivery
(a)(1)(G)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated August 16, 2006.
(a)(1)(H)*	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated August 16, 2006.
(a)(1)(I)*	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(I)*	Summary Advertisement.
(a)(1)(J)*	Letter to Participants in the CA, Inc. Savings Harvest Plan (CASH Plan)
(a)(1)(K)*	CA, Inc. Tender Offer Frequently Asked Questions for Employees
(a)(1)(L)*	Internal News Release relating to the Offer
(a)(1)(M)**	Letter to Participants in the CA, Inc. Savings Harvest Plan
(a)(1)(N)	Press Release (previously filed as Exhibit 99.1 to the Company's Current Report on Form 8-K dated September 6, 2006 and incorporated herein by reference).
(a)(1)(O)***	Press Release
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)	Not applicable.
(b)(1)	Credit Agreement dated as of December 2, 2004, among the Company, the Banks which are parties thereto and Citicorp North America, Inc., Bank of America, N.A, and JP Morgan Chase Bank, N.A., as agents with respect to a $1 billion Revolving Loan (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 2, 2004 and incorporated herein by reference)
(b)(2)	Amendment No. 1, dated as of September 1, 2006, to Credit Agreement dated as of December 2, 2004, among the Company, the Banks which are parties thereto and Citicorp North America, Inc., Bank of America, N.A, and JP Morgan Chase Bank, N.A., as agents with respect to a $1 billion Revolving Loan (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated September 6, 2006 and incorporated herein by reference)

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(d)(1)	Rights Agreement dated as of June 18, 1991, between the Company and Manufacturers Hanover Trust Company (previously filed as Exhibit 4 to the Company's Current Report on Form 8-K dated June 18, 1991, and incorporated herein by reference)
(d)(2)	Amendment No. 1 dated May 17, 1995, to Rights Agreement dated as of June 18, 1991 (previously filed as Exhibit C to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1995, and incorporated herein by reference)
(d)(3)	Amendment No. 2 dated May 23, 2001, to Rights Agreement dated as of June 18, 1991 (previously filed as Exhibit 4.6 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2001, and incorporated herein by reference)
(d)(4)	Amendment No. 3 dated November 9, 2001, to Rights Agreement dated as of June 18, 1991 (previously filed as Exhibit 99.1 to the Company's Form 8-K dated November 9, 2001, and incorporated herein by reference)
(d)(5)	1998 Incentive Award Plan (previously filed on Exhibit B to the Company's Proxy Statement dated July 6, 1998, and incorporated herein by reference)
(d)(6)	CA, Inc. Year 2000 Employee Stock Purchase Plan (previously filed on Exhibit A to the Company's Proxy Statement dated July 12, 1999, and incorporated herein by reference)
(d)(7)	CA, Inc. 2002 Incentive Plan, effective April 1, 2002 (Amended and Restated Effective as of March 31, 2004), as amended May 20, 2005 (previously filed as Exhibit B to the Company's Proxy Statement dated July 26, 2002, and incorporated herein by reference)
(d)(8)	CA, Inc. 2003 Compensation Plan for Non-Employee Directors (previously filed as Exhibit A to the Company's Proxy Statement dated July 17, 2003, and incorporated herein by reference)
(d)(9)	Employment Agreement, dated November 22, 2004, between the Company and John A. Swainson (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated November 18, 2004, and incorporated herein by reference)
(d)(10)	Restricted Stock Unit Agreement for John A. Swainson (previously filed as Exhibit 10.5 to the Company's Current Report on Form 8-K dated November 18, 2004, and incorporated herein by reference)
(d)(11)	CA, Inc. Change in Control Severance Policy (previously filed as Exhibit 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2006, and incorporated herein by reference)
(d)(12)	Form of Restricted Stock Unit Certificate (previously filed as Exhibit 10.1 to the Company's Form 10-Q for the fiscal quarter ended December 31, 2004, and incorporated herein by reference)
(d)(13)	Form of Non-Qualified Stock Option Certificate (previously filed as Exhibit 10.2 to the Company's Form 10-Q for the fiscal quarter ended December 31, 2004, and incorporated herein by reference)
(d)(14)	Agreement, dated April 11, 2005, between the Company and John A. Swainson (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated April 11, 2005, and incorporated herein by reference)
(d)(15)	Agreement, dated April 11, 2005, between the Company and Michael J. Christenson (previously filed as Exhibit 10.4 to the Company's Current Report on Form 8-K dated April 11, 2005, and incorporated herein by reference)

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(d)(16)	Amended and Restated Employment Agreement, dated as of June 27, 2006, between the Company and Michael J. Christenson (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated June 26, 2006, and incorporated herein by reference)
(d)(17)	Form of RSU Award Certificate (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated June 2, 2006, and incorporated herein by reference)
(d)(18)	Form of RSU Award Certificate (Employment Agreement) (previously filed as Exhibit 10.2 to the Company's Current Report on Form 8-K dated June 2, 2006, and incorporated herein by reference)
(d)(19)	Form of Restricted Stock Award Certificate (previously filed as Exhibit 10.3 to the Company's Current Report on Form 8-K dated June 2, 2006, and incorporated herein by reference)
(d)(20)	Form of Restricted Stock Award Certificate (Employment Agreement) (previously filed as Exhibit 10.4 to the Company's Current Report on Form 8-K dated June 2, 2006, and incorporated herein by reference)
(d)(21)	Form of Non-Qualified Stock Option Award Certificate (previously filed as Exhibit 10.5 to the Company's Current Report on Form 8-K dated June 2, 2006, and incorporated herein by reference)
(d)(22)	Form of Non-Qualified Stock Option Award Certificate (Employment Agreement) (previously filed as Exhibit 10.6 to the Company's Current Report on Form 8-K dated June 2, 2006, and incorporated herein by reference)
(d)(23)	Form of Incentive Stock Option Award Certificate (previously filed as Exhibit 10.7 to the Company's Current Report on Form 8-K dated June 2, 2006, and incorporated herein by reference)
(d)(24)	Form of Incentive Stock Option Award Certificate (Employment Agreement) (previously filed as Exhibit 10.8 to the Company's Current Report on Form 8-K dated June 2, 2006, and incorporated herein by reference)
(d)(25)	CA, Inc. Deferred Compensation Plan for John A. Swainson, dated April 29, 2005 (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated April 29, 2005, and incorporated herein by reference)
(d)(26)	Trust Agreement between Computer Associates International, Inc. and Fidelity Management Trust Company, dated as of April 29, 2005 (previously filed as Exhibit 10.2 to the Company's Current Report on Form 8-K dated April 29, 2005, and incorporated herein by reference)
(d)(27)	Amended and Restated CA, Inc. Executive Deferred Compensation Plan, effective April 1, 2006 (previously filed as Exhibit 10.51 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2006, and incorporated herein by reference)
(d)(28)	Form of Deferral Election (previously filed as Exhibit 10.52 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2006, and incorporated herein by reference)

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(d)(29)	Amendment, dated August 24, 2005, to Employment Agreement between Computer Associates International, Inc. and John A. Swainson (previously filed as Exhibit 10.3 to the Company's Current Report on Form 8-K dated August 24, 2005, and incorporated herein by reference)
(d)(30)	Modified compensation arrangements for the non-employee directors of the Company, effective August 24, 2005 (previously filed as Item 1.01 of the Company's Current Report on Form 8-K dated August 24, 2005 and incorporated herein by reference)
(d)(31)	Amendment to the CA, Inc. 2003 Compensation Plan for Non-Employee Directors, dated August 24, 2005 (previously filed as Exhibit 10.4 to the Company's Current Report on Form 8-K dated August 24, 2005 and incorporated herein by reference)
(d)(32)	Employment Agreement, dated as of August 1, 2006, between the Company and Nancy Cooper (previously filed as Exhibit 10.2 to the Company's Current Report on Form 8-K dated as of July 27, 2006, and incorporated herein by reference)
(g)	Not applicable.
(h)	Not applicable.

*

Previously filed with Amendment No. 1 to the Company's Tender Offer Statement on Schedule TO on August 17, 2006 and incorporated herein by reference.

**

Previously filed with Amendment No. 3 to the Company's Tender Offer Statement on Schedule TO on September 6, 2006 and incorporated herein by reference.

***

Filed herewith and incorporated herein by reference.

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INTRODUCTION
SIGNATURE

EX-99.(A)(1)(0)

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Exhibit 99(a)(1)(0)

Contacts:	Dan Kaferle	Olivia Bellingham
	Public Relations	Investor Relations
	(631) 342-2111	(631) 342-4687
	daniel.kaferle@ca.com	olivia.bellingham@ca.com

CA ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER

ISLANDIA, N.Y., Sept. 15, 2006—CA, Inc. (NYSE: CA), one of the world's largest management software companies, announced today the preliminary results of its tender offer which expired at 5 p.m., New York City time, on September 14, 2006. In the tender offer, CA offered to purchase for cash up to 40,816,327 shares of its common stock, par value $0.10 per share, including the associated rights to purchase Series One Junior Participating Preferred Stock, Class A at a per share purchase price of not less than $22.50 nor greater than $24.50 per share, net to the seller in cash, without interest.

In accordance with the terms and conditions of the tender offer, based on a preliminary count by Mellon Investor Services LLC, the depositary for the tender offer, CA expects to accept for purchase approximately 41.2 million shares of its common stock at a purchase price of $24.00 per share, for a total cost of approximately $989 million. The preliminary count by Mellon Investor Services LLC indicates that 41.2 million shares of common stock, including shares that were tendered through notice of guaranteed delivery and shares tendered subject to conditions, were validly tendered and not validly withdrawn at prices at or below $24.00 per share.

The number of shares validly tendered and not validly withdrawn and the purchase price set forth above are preliminary and subject to verification by Mellon Investor Services LLC. The actual number of shares validly tendered and not validly withdrawn and the final purchase price will be announced promptly following the verification process. Thereafter, CA will promptly commence payment for the shares purchased in the tender offer. Any shares validly tendered and not purchased due to conditional tenders or shares tendered at a price above the per share purchase price will be returned promptly to the tendering stockholders.

The shares expected to be purchased in the tender offer represent approximately 7.3% of CA's 567,282,396 shares of common stock issued and outstanding as of August 11, 2006. As a result of the completion of the tender offer, immediately following payment for the tendered shares, CA expects that approximately 526.1 million shares of common stock will be issued and outstanding.

The dealer managers for the tender offer were Banc of America Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.

About CA

CA (NYSE:CA), one of the world's largest information technology (IT) management software companies, unifies and simplifies the management of enterprise-wide IT. Founded in 1976, CA is headquartered in Islandia, N.Y., and serves customers in more than 140 countries. For more information, please visit http://ca.com.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication (such as statements containing the words "believes," "plans," "anticipates," "expects," "estimates" and similar expressions) constitute "forward-looking statements." A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the risks and uncertainties associated with the CA deferred prosecution agreement with the United States Attorney's Office of the Eastern District, including that CA could be subject to criminal prosecution or civil penalties if it violates this agreement; the risks and uncertainties associated with the agreement that CA entered into with the

Securities and Exchange Commission ("SEC"), including that CA may be subject to criminal prosecution or substantial civil penalties and fines if it violates this agreement; civil litigation arising out of the matters that are the subject of the Department of Justice and the SEC investigations, including shareholder derivative litigation; changes to the compensation plan of CA's sales organization may lead to outcomes that are not anticipated or intended as they are implemented, and the commissions plans for fiscal year 2007, while revised, continue to be reviewed; CA may not adequately manage and evolve its financial reporting and managerial systems and processes, including the successful implementation of its enterprise resource planning software; CA may encounter difficulty in successfully integrating acquired companies and products into its existing businesses; CA is subject to intense competition in product and service offerings and pricing and increased competition is expected in the future; if CA's products do not remain compatible with ever-changing operating environments, CA could lose customers and the demand for CA's products and services could decrease; certain software that CA uses in daily operations is licensed from third parties and thus may not be available to CA in the future, which has the potential to delay product development and production; CA's credit ratings have been downgraded and could be downgraded further which would require CA to pay additional interest under its credit agreement and could adversely affect CA's ability to borrow; CA has a significant amount of debt; the failure to protect CA's intellectual property rights would weaken its competitive position; CA may become dependent upon large transactions; general economic conditions may lead CA's customers to delay or forgo technology upgrades; the market for some or all of CA's key product areas may not grow; third parties could claim that CA's products infringe their intellectual property rights; fluctuations in foreign currencies could result in translation losses; and the other factors described in CA's Annual Report on Form 10-K for the fiscal year ended March 31, 2006. CA assumes no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of CA common stock. The solicitation of offers to buy shares of Company common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents that the Company filed with the Securities and Exchange Commission on Thursday, August 17, 2006. Stockholders should read those materials carefully because they contain important information, including the various terms of, and conditions to, the tender offer. Stockholders may obtain the offer to purchase, the letter of transmittal and related documents without charge from the Securities and Exchange Commission's website at www.sec.gov; and from the information agent, Innisfree M&A Incorporated at 877-750-9497 (U.S. & Canada) 412-232-3651 (Other countries) or 212-750-5833 (Banks & Brokers).

###

Copyright © 2006 CA. All Rights Reserved. One CA Plaza, Islandia, N.Y. 11749. All trademarks, trade names, service marks, and logos referenced herein belong to their respective companies.

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CA ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER