COMPUTER ASSOCIATES INTERNATIONAL INC
10-Q, 1996-02-02
PREPACKAGED SOFTWARE
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                           UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549
                            FORM 10-Q

      x Quarterly Report Pursuant to Section 13 or 15(d)
            of the Securities Exchange Act of 1934
        For the quarterly period ended December 31, 1995
                            or
        Transition Report Pursuant to Section 13 or 15(d)
            of the Securities Exchange Act of 1934
       For the transition period ended from _____ to _____

                  Commission File Number 0-10180

             Computer Associates International, Inc.
      (Exact name of registrant as specified in its charter)

            Delaware                     13-2857434     
 (State or other jurisdiction of        (I.R.S. Employer
   incorporation or organization)       Identification No.)

                 One Computer Associates Plaza
                 Islandia, New York 11788-7000
      (Address of principal executive offices) (Zip Code)

                       (516) 342-5224
      (Registrant's telephone number, including area code)

                       Not applicable
      (Former name, former address and former fiscal year,
                 if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days.

        Yes  X                                   No     

            APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of Common Stock, as of the latest practicable date:

            Title of Class                     Shares Outstanding       
             Common Stock                     as of January 30, 1996
       par value $.10 per share                    241,930,704             
  
<PAGE>
<TABLE>
                                                                           
        
         COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES


<CAPTION>
                                   INDEX

PART I.  Financial Information:                           Page No.
<S>                                                             <C>
Item 1.  Consolidated Condensed Balance Sheets -
          December 31, 1995 and March 31, 1995 . . . .           1    
 
         Consolidated Statements of Income -
          Three Months Ended December 31, 1995 and 1994          2    
          Nine Months Ended December 31, 1995 and 1994           3    
         
         Consolidated Condensed Statements of Cash Flows -
          Nine Months Ended December 31, 1995 and 1994           4    

         Notes to Consolidated Condensed Financial Statements    5    

Item 2.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations. . . . .           9    

PART II. Other Information:

Item 6.  Exhibits and Reports on Form 8-K. . . . . . .          12    
</TABLE>

<PAGE>

<TABLE>
Item 1:
                     Part I. FINANCIAL INFORMATION

       COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
               CONSOLIDATED CONDENSED BALANCE SHEETS

                         (In thousands)
<CAPTION>

                                             December 31,      March 31,  
                                                 1995            1995
                                             -------------     ---------
                                                       (Unaudited)   
     <S>                                        <C>           <C>
     ASSETS:
                                               
     Cash and cash equivalents  . . . . . . .   $   55,322    $  116,579
     Marketable securities  . . . . . . . . .      107,277       184,643
     Trade and installment accounts
       receivable - net. . . . . . . . . . . .   1,147,561       787,684
     Other current assets . . . . . . . . . .       67,800        58,660
                                                 ---------     ---------
                          TOTAL CURRENT ASSETS   1,377,960     1,147,566

     Installment accounts receivable,
      due after one year - net  . . . . . . .    1,524,689     1,045,798
     
     Property and equipment - net . . . . . .      425,839       343,953

     Purchased software products - net  . . .      658,494       342,999 
      
     Excess of cost over net assets
      acquired - net  . . . . . . . . . . . .      797,460       300,268

     Other noncurrent assets  . . . . . . . .       97,239        88,844 
                                                 ---------     ---------
 
                                 TOTAL ASSETS   $4,881,681    $3,269,428
                                                ==========    ==========
     LIABILITIES AND STOCKHOLDERS' EQUITY:

     Loans payable - banks  . . . . . . . . .   $  495,000    $  240,000

     Other current liabilities  . . . . . . .    1,036,829       607,893

     Long-term debt and other   . . . . . . .    1,146,467        50,489

     Deferred income taxes  . . . . . . . . .      636,922       460,838

     Deferred maintenance revenue   . . . . .      344,478       332,083

     Stockholders' equity . . . . . . . . . .    1,221,985     1,578,125
                                                 ---------     ---------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY  $4,881,681    $3,269,428
                                                ==========    ==========
<FN>
      See Notes to Consolidated Condensed Financial Statements.   
                
</TABLE>
<PAGE>
<TABLE>


          COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF INCOME
                           (Unaudited)

               (In thousands, except per share amounts)
<CAPTION>

                                                   For the Three Months    
                                                    Ended December 31, 
                                                   --------------------    
                                                       1995       1994
                                                       ----       ----
<S>                                               <C>          <C>
Product revenue and other related income . . .    $   822,051  $ 535,831
Maintenance fees . . . . . . . . . . . . . . .        182,388    185,201
                                                      -------    -------
                                  TOTAL REVENUE     1,004,439    721,032
                                                     
Costs and expenses:
  Selling, marketing and administrative  . . .        371,006    268,294
  Product development and enhancements . . . .         76,148     60,380
  Commissions and royalties  . . . . . . . . .         51,514     37,294
  Depreciation and amortization  . . . . . . .        113,946     71,532   
  Interest expense - net . . . . . . . . . . .         27,236      2,554 
                                                      -------    -------   
                       TOTAL COSTS AND EXPENSES       639,850    440,054
                                                      -------    -------   
                                                    
Income before income taxes . . . . . . . . . .        364,589    280,978

Provision for income taxes . . . . . . . . . .        137,411    106,772 
                                                      -------    -------
                                     NET INCOME   $   227,178  $ 174,206
                                                      =======    ======= 

NET INCOME PER COMMON SHARE  . . . . . . . . .    $       .90  $     .69
                                                      =======    =======
Weighted average shares used in computation. .        253,714    251,667*

<FN>
*Adjusted for three-for-two stock split declared August 9, 1995.

See Notes to Consolidated Condensed Financial Statements.

</TABLE>
<PAGE>
<TABLE>



        COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF INCOME
                           (Unaudited)

               (In thousands, except per share amounts)
<CAPTION>
                                                     For the Nine Months 
                                                      Ended December 31, 
                                                     --------------------
                                                       1995       1994
                                                       ----       ----
<S>                                                <C>          <C>
Product revenue and other related income  . . .    $ 1,848,959  $1,286,317
Maintenance fees  . . . . . . . . . . . . . . .        545,248     534,686
                                                     ---------   ---------
                                  TOTAL REVENUE      2,394,207   1,821,003 
                                                        

Costs and expenses:
  Selling, marketing and administrative . . . .        960,928     775,979 
  Product development and enhancements  . . . .        204,532     164,764
  Commissions and royalties . . . . . . . . . .        118,109      87,705
  Depreciation and amortization . . . . . . . .        286,042     185,274
  Interest expense - net  . . . . . . . . . . .         46,086       4,752
  Purchased research and development  . . . . .      1,303,280     249,300
                                                     ---------   ---------
                       TOTAL COSTS AND EXPENSES      2,918,977   1,467,774
                                                     ---------   ---------
(Loss) income before income taxes . . . . . . .     (  524,770)    353,229

Provision for income tax (benefit) expense  . .     (  203,317)    134,227
                                                     ---------   ---------
                              NET (LOSS) INCOME    $(  321,453) $  219,002 
                                                     =========   =========

NET (LOSS) INCOME PER COMMON SHARE  . . . . . .    $(     1.33) $      .87 
                                                     =========   =========
Weighted average shares used in computation . .       241,317      251,982*

<FN>
*Adjusted for three-for-two stock split declared August 9, 1995
     
See Notes to Consolidated Condensed Financial Statements.

</TABLE>
<PAGE>
<TABLE>

       COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
            CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                              (Unaudited)
<CAPTION>
                            (In thousands)
                                                         For the Nine Months
                                                         Ended December 31, 

                                                         -------------------
                                                           1995      1994
   <S>                                                <C>          <C>
   OPERATING ACTIVITIES:
   Net (loss) income. . . . . . . . . . . . . . . . . $(  321,453) $ 219,002
   Adjustments to reconcile net income to net
    cash provided by operating activities:            
     Depreciation and amortization  . . . . . . . . .     286,042    185,274
     Provision for deferred income taxes  . . . . . .  (  384,606)   (29,897)
     Charge for purchased research and development. .   1,303,280    249,300
     Increase in noncurrent installment accounts
      receivable - net  . . . . . . . . . . . . . . .  (  399,111)  (206,439)
     Increase (decrease) in deferred
      maintenance revenue . . . . . . . . . . . . . .      13,514   ( 20,217)
     Changes in other operating assets and 
      liabilities, excludes effects of acquisitions .  (  163,187)  ( 91,086)
                                                       -----------  ---------
            NET CASH PROVIDED BY OPERATING ACTIVITIES     334,479    305,937

   INVESTING ACTIVITIES:
    Acquisitions, primarily purchased software,
     marketing rights and intangibles  . . . . . . . .  (1,772,282) (371,991)
    Purchases of property and equipment  . . . . . . .  (   17,500)  (30,589)
    Decrease in current marketable securities  . . . .      79,815    62,498 
    Capitalized development costs  . . . . . . . . . .  (    9,872)  (12,203)
                                                        -----------  --------
                 NET CASH USED IN INVESTING ACTIVITIES  (1,719,839) (352,285)

   FINANCING ACTIVITIES:
    Increase (decrease) in long-term debt - net  . . .   1,098,498   (84,076)
    Increase in loans payable-banks - net  . . . . . .     255,000   235,000 
    Dividends paid . . . . . . . . . . . . . . . . . .  (   16,086)  (16,172)
    Exercise of common stock options/other . . . . . .      16,440    12,933 
    Purchases of treasury stock  . . . . . . . . . . .  (   27,106) (161,666)
                                                        ----------- ---------
     NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES    1,326,746   (13,981)

                           

   DECREASE IN CASH AND CASH EQUIVALENTS
    BEFORE EFFECT OF EXCHANGE RATE CHANGES ON CASH      (   58,614)  (60,329)

   Effect of exchange rate changes on cash . . . . . .  (    2,643)    6,861 
                                                         ---------- ---------
   DECREASE IN CASH AND CASH EQUIVALENTS                (   61,257)  (53,468)

   CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD        116,579   133,127
                                                         ---------- ---------
   CASH AND CASH EQUIVALENTS AT END OF PERIOD          $    55,322 $  79,659 
                                                         =========  ========
</TABLE>
<PAGE>                                                        
      
            COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                            DECEMBER 31, 1995 

NOTE A --  BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Rule
10-01 of Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. 
Operating results for the nine months ended December 31, 1995 are not
necessarily indicative of the results that may be expected for the
year ending March 31, 1996.  For further information, refer to the
consolidated financial statements and footnotes thereto included in
Computer Associates International, Inc.'s (the "Registrant" or the
"Company") Annual Report on Form 10-K for the fiscal year ended March
31, 1995.

Dividends:  In December 1995, the Company's Board of Directors
declared its semi-annual cash dividend of $.07 per share.  The
dividend was paid on January 12, 1996 to stockholders of record on
December 22, 1995.

Net Income per Share:  Net income per common share is computed by
dividing net income by the weighted average number of common shares
and any dilutive common share equivalents outstanding.  Common share
equivalents for the nine month period ended December 31, 1995 were
excluded because of their anti-dilutive effect.  Fully diluted net
income per share is the same or not materially different from net
income per share.

Stock Split:  On August 9, 1995 the Company declared a three-for-two
stock split in the form of a stock dividend distributed September 5,
1995 to stockholders of record as of August 21, 1995.  All per share
data and number of common shares, where appropriate, have been
adjusted to reflect the stock split.

Statements of Cash Flows:  For the nine months ended December 31, 1995
and 1994, interest paid was $48 and $16 million, respectively, and
income taxes paid were $101 and $158 million, respectively.

<PAGE>

   COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
     NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                       DECEMBER 31, 1995

NOTE B --  ACQUISITIONS         

On August 1, 1995, the Company acquired 98% of the issued and
outstanding shares of common stock of Legent Corporation
("Legent"), and on November 6, 1995, merged Legent into one of
its wholly owned subsidiaries.  The aggregate purchase price of
approximately $1.8 billion was funded from drawings under the
Company's $2 billion credit agreement dated as of July 24, 1995. 
Legent was engaged in the design, development, marketing, and
support of a broad range of computer software products for the
management of information systems used to manage mainframe,
midrange, server, workstation and PC systems deployed throughout
a business enterprise.  The acquisition was accounted for as a
purchase.  The results of Legent's operations have been combined
with those of the Company since the date of acquisition. 

The Company recorded an $808 million after-tax charge against
earnings for the write-off of purchased Legent research and
development technology that had not reached the working model
stage and has no alternative future use.  Had this charge not
been taken during the quarter ended September 30, 1995, net
income and net income per share for the nine month period ended
December 31, 1995 would have been $487 million, or $1.92 per
share.

On June 22, 1994, the Company acquired 98% of the issued and
outstanding common stock of The ASK Group, Inc. ("ASK"), and on
September 20, 1994, merged ASK into one of its wholly owned
subsidiaries.  The aggregate cost of acquiring the common stock
of ASK was approximately $314 million.  The purchase price was
provided from existing cash balances and from a revolving credit
agreement with a group of banks.  ASK was primarily in the
business of developing, marketing and selling relational
database management systems, data access and connectivity
products, manufacturing and financial software application tools
and provided related consulting and support services.  The
acquisition was accounted for as a purchase.  The results of
ASK's operations have been combined with those of the Company
since the date of acquisition.

In conjunction with the purchase of ASK, the Company recorded
an after-tax charge against earnings of $154 million relating
to the write-off of purchased research and development
technology that had not reached the working model stage and has
no alternative future use.  Had this charge not been taken
during the quarter ended June 30, 1994, net income for the nine
month period ended December 31, 1994 would have been $374
million, or $1.48 per share.

<PAGE>
      
       COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                           DECEMBER 31, 1995

NOTE B --  ACQUISITIONS (continued)

The following table reflects pro forma combined results of operations
(unaudited) of the Company, ASK and Legent on the basis that the
acquisition of ASK had taken place at the beginning of fiscal year 1995
and the acquisition of Legent had taken place at the beginning of the
fiscal years for all periods presented.  The after-tax charges in fiscal
years 1995 and 1996 of $154 million and $808 million were recorded at
the beginning of the fiscal year for each of the periods presented:

<TABLE>
                               (In thousands, except per share amounts)
<CAPTION>
                              For the Nine Months       For the Three Months 
                              Ended December 31,        Ended December 31, 
                              -------------------       -------------------- 
                                1995        1994          1995         1994 
<S>                           <C>         <C>           <C>        <C>
Revenue . . . . . . .         $ 2,494,726 $ 2,147,696   $1,018,439 $  821,715
Net (loss) income . .          (  535,906) (  759,259)     235,858    142,878
Net (loss) income
 per common share . .         $(     2.22)$(     3.14)  $      .93 $      .57
Shares used in computation  .     241,317     241,848      253,864    251,667

</TABLE>

The following table reflects pro forma combined results of operations
(unaudited) of the Company, ASK and Legent on the basis that the
acquisition of ASK had taken place at the beginning of fiscal year
1995 and the acquisition of Legent had taken place at the beginning of
the fiscal years for all periods presented.  It excludes the effect of
the after-tax charges in fiscal years 1995 and 1996 of $154 million
and $808 million:  
<TABLE>             
                            (In thousands, except per share amounts)
<CAPTION>
                              For the Nine Months      For the Three Months
                              Ended December 31,       Ended December31,  
                              ------------------       ------------------- 
                                1995       1994           1995       1994
<S>                          <C>         <C>           <C>          <C>
Revenue . . . . . .          $2,494,726  $2,147,696    $1,018,439   $ 821,715
Net income  . . . .          $  426,694  $  203,341    $  235,858   $ 142,878
Net income      
 per common share .          $     1.68  $      .81    $      .93   $     .57
Shares used in computation      253,805     251,982       253,864     251,667
</TABLE>

In management's opinion, the pro forma combined results of operations
are not indicative of the actual results that would have occurred had
the acquisitions been consummated at the beginning of fiscal year 1995
or of future operations of the combined companies under the ownership
and operation of the Company.

<PAGE>

     COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
       NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                       DECEMBER 31, 1995

NOTE C- THE 1995 KEY EMPLOYEE STOCK OWNERSHIP PLAN         

Under the 1995 Key Employee Stock Ownership Plan (the "1995
Plan") the Stock Option and Compensation Committee of the Board
of Directors (the "Committee") is authorized to grant, subject
to the attainment of certain common stock price objectives, up
to 9,000,000 shares of the Company's common stock to three key
executives.  The Committee has initially granted 3,000,000
shares of common stock (the "Initial Grant") and may grant up
to an additional 6,000,000 shares (the "Additional Grants")
based on the price per share of the common stock achieving
target levels.  The Initial Grant and Additional Grants are non-
transferable and subject to substantial risk of forfeiture
during the five year period ending March 31, 2000, and further
subject to significant limitations on transfer during the seven
years following fiscal year 2000.  In January 1996, 600,000
shares of common stock under the Initial Grant vested, subject
to the continued employment of the key executives and,
accordingly, the Company began accruing compensation expense
over the employment period ending March 31, 2000.

<PAGE>

Item 2:

       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Revenue:

Total revenue for the quarter ended December 31, 1995 increased
by 39%, or $283 million, over the prior year's comparable
quarter.  This increase reflects the continued demand for
enterprise licensing alternatives with less restrictive pricing
options, as well as the continued growth of licensing fees for
client/server product offerings on the midrange platform.  In
addition, the inclusion of Legent products for a full fiscal
quarter contributed approximately 10% to total revenue.  The
increase in midrange platform revenue reflects strong growth in
our database, manufacturing and UNIX-based systems management
products.  Maintenance revenues decreased by $3 million,
primarily due to the  continued trend in site consolidations. 
Price changes did not have a material impact in either quarter. 


Costs and Expenses:

Selling, marketing and administrative expenses as a percentage
of total revenue for the December 1995 quarter was unchanged
from the December 1994 quarter, at 37%.   Net research and
development expenditures increased $16 millon, or 26%, over the
December 1994 quarter.  The increase was a direct result of the
addition of the Legent products and associated development
personnel, the focus on expanding the client/server product
offerings, in particular the CA-Unicenter products, and
continued support and development for the ASK products. 
Commissions and royalties remained at 5% of revenue for both the
December 1995 and 1994 quarters.  Depreciation and amortization
expense increased $42 million in the December 1995 quarter over
the December 1994 quarter, primarily due to the $56 million
increase in depreciation and amortization associated with the
Legent acquisition offset by the expected decrease of $12
million in ASK purchased software amoritzation.  In the December
1995 quarter, net interest expense increased by $25 million over
the December 1994 quarter, a direct result of higher debt levels
associated with borrowings used to finance the Legent
acquisition. 

<PAGE>               

Item 2:  (Continued)

       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS


Operating Margins:

Pre-tax income for the quarter ended December 1995 exceeded the
prior year's comparable quarter by $84 million.  However, as a
percentage of total revenue pre-tax income decreased to 36% from
39% in the comparable prior year period.  This decrease is due
to an increase in interest and depreciation expense attributable
to the Legent acquisition. The Company's consolidated effective
tax rate for the December 1995 quarter decreased to 37.7% from
38% for the December 1994 quarter, primarily as a result of
anticipated increases in foreign tax credits.


Operations:

The Company has traditionally reported lower profit margins in
the first two quarters of each fiscal year than those
experienced in the third and fourth quarters.  As part of the
annual budget process, management establishes higher
discretionary expense levels in relation to projected revenue
for the first half of the year.  Historically, the Company's
combined third and fourth quarter revenues have been greater
than those for the first half of the year, as these two quarters
coincide with the clients' calendar year budget periods and the
culmination of the Company's annual sales plan.  These
historically higher second half revenues have resulted in
significantly higher profit margins since total expenses have
not increased in proportion to revenue.  However, past financial
performance may not be indicative of future performance,
particularly in view of the uncertainties associated with
integration of the Legent acquisition, the higher depreciation,
amortization and interest expenses noted above and the personnel
and infrastructure investments necessary to capitalize on the
industry's on going migration to client server technology.

The Company's near term operating results may be affected by a
number of other factors, including, but not limited to:
uncertainties relative to global economic conditions; market
acceptance of competing technologies; the availability and cost
of new solutions; the Company's ability to successfully maintain
or increase market share in its core business while expanding
its product base into other markets; the strength of its
distribution channels; the Company's ability to manage fixed and
variable expense growth relative to revenue growth; and the
Company's ability to effectively integrate acquired products and
operations.  

<PAGE>

Item 2:  (Continued)


       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS


LIQUIDITY AND CAPITAL RESOURCES

The Company's cash and cash equivalents and short-term
marketable securities decreased by approximately $45 million
during the quarter ended December 31, 1995.  This decrease was
primarily attributable to the repayment of bank debt and
payments related to the Legent acquisition, offset by cash
generated from operations.  Cash from operations, although
approximately $30 million higher than that of the prior year,
was reduced by approximately $32 million of additional interest
payments for the nine months ended December 31, 1995. 
Additionally, the Company continues to allow clients to finance
their purchases of the Company's software over several years. 
The Company believes that this ability to offer clients
attractive financing alternatives provides the Company with a
distinct competitive advantage over other software vendors.

During the quarter ended September 30, 1995, the Company entered
into a new $2 billion credit facility with a group of banks. 
An initial draw down of $1.8 billion was used to finance the
acquisition of 98% of the issued and outstanding of Common Stock
of Legent Corporation.  This $2 billion facility is a five year
reducing revolving credit agreement having a current all-in
borrowing cost at the London Interbank Rate ("LIBOR") plus 47.5
basis points.  The margin is adjusted upon the Company's
achievement of certain financial conditions and ratios.  At
December 31, 1995, $1.6 billion was drawn under this credit
agreement.

On December 31, 1995, total purchases under the Company's open
market common stock repurchase programs were 47.2 million
shares.  Approximately 12.8 million shares remain available for
repurchase under this program.  These figures have been adjusted
for the Company's three-for-two stock split.

The Company's capital resource requirements as of the end of
December 1995 consisted of lease obligations for office space,
computer equipment, mortgage or loan obligations and amounts due
as a result of product and company acquisitions.  It is expected
that existing cash, cash equivalents, short-term marketable
securities, the availability of borrowings under committed and
uncommitted credit lines, as well as cash provided from
operations, will be sufficient to meet anticipated cash
requirements.

<PAGE>

PART II. OTHER INFORMATION 

             Item 6:  Exhibits and Reports on Form 8-K

                       (a)  Exhibits.

                            None.

                       (b)  Reports on Form 8-K.

                            None.                     
                                                                  
                                                                  
                                              
                                                                  
                   
                                                              


                                   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 thereunto duly authorized.



                 COMPUTER ASSOCIATES INTERNATIONAL, INC.




         Dated:  February 2, 1996           By:/s/ Sanjay Kumar            
                                               ----------------------
                                               Sanjay Kumar,President  
                                               and Chief Operating Officer



         Dated:  February 2, 1996           By:/s/ Peter Schwartz          
                                               ----------------------
                                               Peter Schwartz
                                               Sr. Vice President - Finance
                                               (Chief Financial and
                                               Accounting Officer)
                 
                                                                  
                        
                                                                  
                         
                                                                  
                     
                                                                  
                               


<TABLE> <S> <C>

<ARTICLE>               5
<MULTIPLIER>            1000
            
<S>                                             <C>
<PERIOD-TYPE>                                   9-MOS
<FISCAL-YEAR-END>                               MAR-31-1996
<PERIOD-START>                                  APR-01-1995
<PERIOD-END>                                    DEC-31-1995
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