SC 14D9/A

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                            --------------------

                               SCHEDULE 14D-9

                               (RULE 14D-101)

        SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

                             (AMENDMENT NO. 3)

                              ----------------

                          STERLING SOFTWARE, INC.
                         (Name of Subject Company)

                          STERLING SOFTWARE, INC.
                    (Name of Person(s) Filing Statement)

                   COMMON STOCK, PAR VALUE $.10 PER SHARE
                       (Title of Class of Securities)

                                 859547107
                   (CUSIP Number of Class of Securities)

                              ----------------

                        DON J. MCDERMETT, JR., ESQ.
            SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                          STERLING SOFTWARE, INC.
                       300 CRESCENT COURT, SUITE 1200
                            DALLAS, TEXAS 75201
                               (214) 981-1000

                              ----------------

        (Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

                              WITH COPIES TO:
                            BLAINE V. FOGG, ESQ.
                         RICHARD J. GROSSMAN, ESQ.
                  SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                             FOUR TIMES SQUARE
                          NEW YORK, NEW YORK 10036
                         TELEPHONE: (212) 735-3000


|_| Check the box if the filing relates solely to preliminary
    communications made before the commencement of a tender offer.




        This Amendment No. 3 ("Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule
14D-9"), initially filed with the Securities and Exchange Commission on
February 22, 2000, and amended on March 14, 2000 and March 16, 2000, by
Sterling Software Inc., a Delaware corporation (the "Company"), relating to
the offer by Computer Associates International, Inc., a Delaware
corporation ("Computer Associates"), through its wholly-owned subsidiary,
Silversmith Acquisition Corp., a Delaware corporation, to exchange each
outstanding share of common stock, par value $.10 per share, including the
associated preferred stock purchase rights, of the Company, for 0.5634
shares of common stock, par value $.10 per share, of Computer Associates
(subject to adjustment as set forth in the Schedule 14D-9 and this
Amendment), upon the terms and subject to the conditions set forth in the
Exchange Offer, dated February 22, 2000 (the "Exchange Offer"), and in the
related Letter of Transmittal (the "Letter of Transmittal" which, together
with the Exchange Offer, as amended from time to time, constitute the
"Offer"). Unless otherwise defined herein, all capitalized terms used
herein shall have the respective meanings given such terms in the Schedule
14D-9.

ITEM 8.  ADDITIONAL INFORMATION.

        On March 20, 2000, Silversmith Acquisition Corp. extended the
expiration date of the Exchange Offer until midnight, New York City time on
Monday, March 27, 2000.

ITEM 9.  EXHIBITS.

        Item 9 of the Schedule 14D-9 is hereby amended by addition of the
following exhibit:

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

(e)(42)               Text of press release issued by Computer Associates
                      International, Inc. on March 20, 2000.



                                 SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.


                                     STERLING SOFTWARE, INC.


                                     By:    /s/ Don J. McDermett, Jr.
                                            -------------------------
                                     Name:  Don J. McDermett, Jr.
                                     Title: Senior Vice President,
                                            General Counsel and Secretary



Dated: March 21, 2000




                               EXHIBIT INDEX

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

(e)(42)               Text of press release issued by Computer Associates
                      International, Inc. on March 20, 2000.

EX-99

                                                            Exhibit (e)(42)


Contact:   Doug Robinson, Investor Relations      Bob Gordon, Public Relations
           (631) 342-2745                         (631) 342-2391
           dougr@ca.com                           bobg@ca.com


                  COMPUTER ASSOCIATES EXTENDS TENDER OFFER
                        FOR STERLING SOFTWARE, INC.

ISLANDIA, N.Y., March 20, 2000 - - Computer Associates International, Inc.
(CA) and Sterling Software, Inc. (SSW) announced today that Silversmith
Acquisition Corp. (Silversmith), a wholly-owned subsidiary of CA, is
extending its offer to acquire all outstanding shares of common stock of
Sterling Software, Inc. until midnight, New York City time, on Monday,
March 27, 2000. The extension is required to provide the United States
Department of Justice time to review additional information and documents
requested pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of
1976 in conjunction with CA's ongoing tender offer.

As a consequence of the extension of the expiration date, holders of
Sterling common stock may tender or withdraw shares until midnight, New
York City time, Monday, March 27, 2000, unless the offer is further
extended. The offer was previously scheduled to expire at midnight on
Monday, March 20, 2000.

Based on the latest count of tendered shares, approximately 31,585,244
shares of Sterling Software, Inc. common stock have been tendered and not
withdrawn pursuant to the tender offer.

The information agent for the offer is MacKenzie Partners, Inc. 156 Fifth
Avenue, New York, N.Y. 10010, telephone: (800) 322-2885, facsimile: (212)
929-0308 or proxy@mackenziepartners.com.

Computer Associates International, Inc., the world's leading business
software company, delivers the end-to-end infrastructure to enable
eBusiness through innovative technology, services and education. CA has
18,000 employees worldwide and had revenue of $6.3 billion for the year
ended December 31, 1999. For more information, visit www.ca.com.

Sterling Software is one of the world's leading software companies,
providing software and services for the application development, business
intelligence, information management, storage management, network
management, Web management, VM systems management, and federal systems
markets. Headquartered in Dallas, Sterling Software has a worldwide
installed base of more than 20,000 customer sites and 3,800 employees in 90
offices worldwide. For more information on Sterling Software, visit the
company's Web site at www.sterling.com.

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All trademarks, trade names, service marks and logos referenced herein
belong to their respective companies.

                                    ----


We urge investors and security holders to read the following regarding the
tender offer, including amendments that may be made to them, because they
contain important information:

- - Computer Associates' preliminary prospectus, prospectus supplements,
final prospectus and tender offer material.

- - Computer Associates' Registration Statement on Form S-4 and Schedule TO,
as amended, containing or incorporating by reference such documents and
other information.

- - Sterling Software's Solicitation/Recommendation Statement on Schedule
14D-9, as amended.

These documents and amendments to these documents have or will be filed
with the United States Securities and Exchange Commission.

When these and other documents are filed with the SEC, they may be obtained
free at the SEC's web site at www.sec.gov. You may also obtain for free
each of these documents (when available) from Computer Associates by
directing your request to Investor Relations at www.ca.com/invest/questions
or by fax at 631-342-6864, or from Sterling Software by directing your
request to investor@sterling.com or by fax at (214) 981-1215.

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