COMPUTER ASSOCIATES INTERNATIONAL INC, 10-K, 1996-05-24

COMPUTER ASSOCIATES INTERNATIONAL INC
10-K, 1996-05-24
PREPACKAGED SOFTWARE

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 1996

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

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 Identification Number)
incorporation or organization)

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)

Securities registered pursuant to Section 12(b) of the Act:
(Title of Class) (Exchange on which registered)
Common Stock, par value $.10 per share New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
6 1/4% Convertible Subordinated Debentures of On-Line Software International,
Inc.

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 ___.

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III to this Form 10-K
or any amendment to this Form 10-K. [ ]

State the aggregate market value of the voting stock held by non-affiliates
of the Registrant:
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as at May 22, 1996 was $13,439,761,644 based on a total of
176,838,969 shares held by non-affiliates and the closing price on the New
York Stock Exchange on that date which was $76.00.

Number of shares of stock outstanding at May 22, 1996:
242,653,264 shares of Common Stock, par value $.10 per share.

Documents Incorporated by Reference:
Part III - Proxy Statement to be issued in conjunction with Registrant's
Annual Stockholders' Meeting.

<PAGE> 2

Item 1. Business
(a) General Development of Business

Computer Associates International, Inc. (the "Company" or "Registrant") was
incorporated in Delaware in 1974. In December 1981, the Company completed its
initial public offering of Common Stock. The Company's Common Stock is
traded on the New York Stock Exchange under the symbol "CA".

In its early years, the Company supplied systems management software for
mainframe computers from International Business Machines Corp. ("IBM"),
primarily those using the VSE operating system. Since that time the Company's
line of products has expanded significantly, paralleling the growth of the
software industry itself. Employing a tripartite strategy of growing through
the introduction of internally developed products, strategic alliances
coupled with a series of company and product acquisitions, and integration
of the other two, the Company has significantly increased the breadth of its
product portfolio. Today, the Company supplies an extensive array of systems
management, information management, business management and consumer software
products for use on a variety of hardware platforms. Because of its
independence from hardware manufacturers, the Company has been able to offer
products for use on most of the existing major operating systems. The
Company's products operate on over 40 different desktop, midrange and
mainframe operating systems and platforms.

In June 1994, the Company acquired The ASK Group, Inc. ("ASK"). ASK was
primarily engaged in developing, marketing and selling relational database
management systems, data access and connectivity products, manufacturing and
financial software applications and application development tools designed
for use in client/server environments. The acquisition was accounted for
using the purchase method of accounting. See Note 2 of Notes to Consolidated
Financial Statements for additional information concerning acquisitions.

In August 1995, the Company acquired Legent Corporation ("Legent"). Legent
provides a broad range of computer software products for the management of
information systems across several platforms and operating systems. The
acquisition was accounted for using the purchase method of accounting. See
Note 2 of Notes to Consolidated Financial Statements for additional
information concerning acquisitions.

In April 1996, the Company announced a restructuring with respect to its
business applications solutions. Organized around the concept of
self-contained operational units, the Company formed seven new "Independent
Business Units" ("iBUs"). These iBUs will be responsible for development,
marketing, sales and support of their respective product areas. In order to
better maintain its commitment to delivering quality technical support for
its clients throughout the world, the Company has also formed a Technical
Services Group. This group, which will serve as the bridge between the
Company's sales and development organizations, will provide the highest
quality technical assistance and guidance to clients. Although the Company
expects these structural changes will improve operational efficiencies, it
should be noted that there are risks associated with changing the Company's
business model.

(b) Financial Information about Industry Segments

The Company's business is in a single industry segment--the design,
development, marketing, licensing and support of a wide range of integrated
computer software products operating on an equally diverse range of hardware
platforms and operating systems.

See Note 4 of Notes to Consolidated Financial Statements for financial data
pertaining to geographic areas.

General

The Company designs, develops, markets and supports standardized computer
software products for use with a broad range of desktop, midrange and
mainframe computers from many different hardware manufacturers including
among others, IBM, Hewlett-Packard Company ("HP"), Digital Equipment Corp.
("DEC"), Sun Microsystems Inc. ("Sun"), Data General Corp. ("DG"), Tandem
Computers Inc. and Compaq Computer Corp.

A computer system, running the most powerful mainframe or the ubiquitous
desktop, consists of hardware and software. Hardware is the physical computer
or central processing unit as well as peripheral equipment such as disk and
tape data storage devices, printers and terminals. Software products are the
programs, or sets of instructions, which tell the hardware what to do and how
to respond to specific user requests.

<PAGE> 3

The Company continues to follow its approach of designing and developing new
software technology solutions, acquiring software technology that is
complementary to existing products and integrating internally developed
products with acquired software.

Products

The Company offers a broad range of standardized systems management software
products which enable clients to use their total data processing resources--
hardware, software and personnel--more efficiently. Many of the Company's
products provide tools to measure and improve computer hardware and software
performance and programmer productivity. During the past fiscal year, the
Company announced CA-Unicenter TNG (The Next Generation)TM, the
newest release of its systems management platform, CA-Unicenter.

CA-Unicenter TNG is an object-oriented solution that enables organizations
to visualize and control their entire information technology infrastructure--
including applications, databases, systems and networks--from a business
perspective. This technology establishes a link between an organization's
information technology resources and its business policies. Through
CA-Unicenter TNG, an organization can define its business policies, map these
policies to particular resource management requirements, and then monitor
resources for their support of specific business processes. The flexible
business process views can be customized to deliver information based on
specific roles, locations, resources, and any other dimensions of control.
To visualize the complex interactions and interdependencies of an
enterprise's entire distributed environment, CA-Unicenter TNG features a real
world interface that incorporates 3-D animation and elements of virtual
reality.

With more than 30 million users, and growing by 15 percent each month, the
Internet has emerged as the de facto communications platform. Recognizing the
growth of the Internet as a platform for business computing, the Company
announced several offerings for this environment during this past fiscal
year. These are CA-Unicenter/ICE (Internet Commerce Enabled)TM, JasmineTM and
CA-OpenIngres/ICETM. While the Internet has created untapped electronic
commerce opportunities, these cannot be realized until the Internet becomes
more secure, reliable and manageable. The CA ICE family of solutions is
supporting the Internet evolution from a personal browser to a business
forum.

CA-Unicenter/ICE was introduced as a comprehensive solution for securing and
managing electronic commerce over the Internet. CA-Unicenter/ICE addresses
the management needs of Web Servers and Web Clients by providing security,
event management, help-desk, storage management, resource accounting and
database monitoring.

Jasmine is the first object-oriented database for development and deployment
of multimedia, client/server, Intranet and Internet business applications.
Developed in conjunction with Fujitsu Limited, Jasmine enables organizations
to build applications with intuitive multimedia representation of complex
real world activities and data which may be executed on client workstations,
either standalone or within a Web browser. It will be integrated with
Netscape's Commerce and Internet servers and Spyglass' Web Server. Jasmine
is ideally suited for the development of such cross-industry applications as
electronic catalogs, kiosks, customer support and sales force automation as
well as industry specific applications in sectors such as insurance,
financial services, manufacturing, pharmaceuticals, health care and
telecommunications. Applications built with Jasmine are easily customizable
to match specific business requirements.

The Company also announced CA-OpenIngres/ICE. This database management
solution provides Web-enabled access to corporate data in UNIX and Windows
NT environments. As a relational database solution which has been extended
and optimized for Internet use, CA-OpenIngres/ICE enables users to access
databases quickly and efficiently through the convenience of the Web page.
The Company plans to embed Spyglass Web Server technology in each copy of
CA-OpenIngres/ICE.

Prices for the Company's products vary depending upon the
type of license agreement, operating environment and platform chosen by the
client. See "Narrative Description of Business-Licensing."

Sales and Marketing

The company distributes, markets and supports its products on a worldwide
basis with its own employees and a network of independent value-added
resellers, distributors and dealers. The Company has approximately 4,100
sales and sales support personnel engaged in promoting the licensing of the
Company's products.

In North America, the Company operates primarily through a single sales
force responsible for sales, marketing and service of the Company's
non-business application solutions. Several iBUs are responsible for the
sales and marketing activities of business application solutions. A separate
Global Accounts group provides additional service to large clients,
particularly facilities managers. Facilities managers deliver data processing
services using the Company's products to those companies that wish to
"outsource" their computer processing requirements.

<PAGE> 4

The Company also operates through wholly owned subsidiaries located in 36
countries outside North America. Each of these subsidiaries is structured as
an autonomous entity and markets all or most of the Company's products in its
respective territory. In addition, the Company's products are marketed by
independent distributors in many areas of the world where it does not have
a direct presence. Revenue from independent distributors accounted for
approximately 1% of the Company's fiscal 1996 revenues.

The Company considers that it has established marketing and distribution
channels in most areas of the world where the number of computer
installations warrants the establishment of such channels. For fiscal year
1996 approximately 50% of the Company's revenue was derived from business
outside North America. The percentages for fiscal year 1995 and 1994 were
approximately 49% and 46%, respectively. Western Europe is the Company's most
important foreign market. The Company believes that its operations outside
the United States are located in countries which are politically stable, and
that such operations are not exposed to any special or unusual risks. See
Note 4 of Notes to Consolidated Financial Statements for further information
concerning the Company's foreign operations.

The Company's marketing and marketing services groups produce substantially
all of the user documentation for its products, as well as promotional
brochures, advertising and other business solicitation materials. The duties
of these groups include the writing of the requisite materials, editing,
typesetting, photocomposition and printing.

Licensing

The Company does not sell or transfer title to its products to its clients.
The products are licensed on a "right to use" basis pursuant to license
agreements. Such licenses generally require that the client use the product
only for its internal purposes at its own computer installation. In addition,
the Company offers license agreements to facilities managers enabling them
to utilize the Company's software in conjunction with their outsourcing
business. Under certain circumstances, the Company will also license, on a
non-exclusive basis, clients and other third parties as resellers of certain
of the Company's products. The Company is encouraging value-added resellers
("VARs") to actively market the Company's products. VAR's bundle the
Company's products along with specialized consulting services to provide
clients with a complete solution. Such VAR's generally service a particular
market or sector and provide enhanced user-specific solutions.

The Company offers several types of mainframe licenses. Under the first, the
client agrees to pay a one-time fee and an annual usage and maintenance fee.
The annual usage and maintenance fees typically range from 9% to 20% of the
then prevailing one-time fee for the product. Payment of the usage and
maintenance fee entitles the client to receive technical support for the
product from the Company and to receive all enhancements and improvements
(other than optional features subject to a separate charge) to the product
developed by the Company during the period covered. A second alternative is
the term license under which the client agrees to pay a fixed fee and in
return receives the right to use the product for a specified term ranging
from one month to three years. Upon expiration of this period, a term license
must be renewed for continued use of the product, and the then prevailing
term license fee paid. Maintenance and support is included in the term
license fee. The Company offers a third alternative which combines elements
of the other licensing options in that the client pays an initial licensing
fee and a periodic license fee including maintenance to continue using the
product. The Company also offers licenses for products and groups of products
based on the size of an enterprise's computing power as measured in MIPS--
millions of instructions per second. Usage of software programs under the
enterprise-wide licensing options may be expanded to subsidiaries and other
related entities on a national or worldwide basis, regardless of the number,
size and location of the data centers or central processing units ("CPUs")
in use. Under this option, the client is free to reallocate hardware or
modify user configurations without incremental costs. Product revenue for
licenses is recognized upon delivery of the product to the client. Usage and
maintenance fees are recognized ratably over the term of the agreement. Where
the client has elected to pay the license fees in monthly or annual
installments, the present value of the license fee is recognized as product
revenue upon delivery of the product. Maintenance is unbundled from the
selling price and ratably recognized over the term of the agreement. One-time
license fees under the first alternative range between $1,500 and $1,200,000,
and three-year term license fees range between $1,000 and $805,000. Pricing
under enterprise-wide licensing options is dependent on contracted levels of
usage. See Note 1 of Notes to Consolidated Financial Statements for further
discussion of revenue recognition policies.

The Company's micro software products are licensed to end users upon payment
of a fixed fee. Suggested license fees range between $10 and $4,500 per copy,
dependent upon the product and number of users licensed. The Company also
offers site licenses on micro software products providing pricing advantages
based on the number of copies licensed. Maintenance is also available on a
site-license basis under terms and conditions similar to those for mainframe
software licenses. UNIX-based software products are licensed to end users on

<PAGE> 5

a CPU basis, number of concurrent users basis, or based on the size of the
enterprise in terms of computing power, as measured in Power Units.
Maintenance and support services, primarily provided through telephone
contact with employees of the Company, may be purchased for an additional
fee.

Under its standard form of license agreements, the Company warrants that its
products will perform in accordance with specifications published in the
product documentation.

Competition And Risks

The computer software business is highly competitive. There are many
companies, including DEC, HP, IBM, Sun, and other large computer
manufacturers, which have substantially greater resources, as well as the
ability to develop and market software programs similar to and competitive
with the products offered by the Company. Competitive products are also
offered by numerous independent software companies, which specialize in
specific aspects of the highly fragmented software industry. Some are the
leading developers and vendors in their own specialized markets.

IBM, DEC, HP and Sun are by far the largest suppliers of systems software,
and are the manufacturers of the computer hardware systems used by most of
the Company's clients. From time to time, these hardware manufacturers have
modified or introduced new operating systems, systems software and computer
hardware. Such products could incorporate features which are currently
performed by the Company's products or could require modification of the
Company's products to maintain their compatibility with these companies'
hardware or software. Although the Company has to date been able to adapt its
products and its business to changes introduced by hardware manufacturers,
there can be no assurance that it will be able to do so in the future.

Historically, licensees using proprietary operating systems were furnished
with "source code" which makes the operating system generally understandable
to programmers, or "object code" which directly controls the hardware, and
other technical documentation. Since the availability of source code
facilitated the development of systems and applications software which must
interface with the operating systems, independent software vendors such as
the Company were able to develop compatible software. IBM and other hardware
vendors have a policy of restricting the use or availability of the source
code for some of its operating systems. To date, this policy has not had any
effect on the Company. However, such restrictions may in the future result
in higher research and development costs for the Company in connection with
the enhancement and modification of existing products and the development of
new products. Although the Company does not expect such restrictions will
have an adverse effect on its products, there can be no assurance that such
restrictions or other restrictions will not have a material adverse effect
on the Company's business.

The Company anticipates ongoing use of microcode or firmware provided by
hardware manufacturers. Microcode and firmware are basically software
programs in hardware form, and therefore are less flexible than pure
software. The Company believes that these technical advances will not have
a significant impact on the Company's operations and that its products will
remain compatible with any such changes. However, there can be no assurance
that future technological developments will not have an adverse impact on the
Company's operations.

Although no company competes with the Company across its entire software
product line or a significant portion thereof, the Company considers at least
75 firms to be directly competitive with one or more of the Company's
systems software packages. In the areas of database management systems,
graphics and applications software for the desktop, midrange and mainframe
environments, there are hundreds of companies, whose primary business focus
is on at least one but not all of these areas. Certain of these companies
have substantially larger operations than the Company's in these specific
areas. Many companies, large and small, use their own technical personnel to
develop programs similar to those of the Company; these may rightly be seen
as competitors of the Company. The Company believes that the most important
considerations for potential purchasers of software packages are: product
capabilities; ease of installation and use; dependability and quality of
technical support; documentation and training; the experience and financial
stability of the vendor; integration of the product line; and, to a lesser
extent, price. Price is a stronger factor in the client/server and
microcomputer marketplace.

The Company's future operating results may be affected by a number of
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 effectively manage fixed and variable expense growth
relative to revenue growth; possible disruptions resulting from
organizational changes; and the Company's ability to effectively integrate
acquired products and operations.

<PAGE> 6

Product Protection

The products of the Company are treated as trade secrets and confidential
information. The Company relies for protection upon its contractual
agreements with clients as well as its own security systems and
confidentiality procedures. In addition to obtaining patent protection for
new technology, the Company protects its products and their documentation and
other written materials under copyright law. The Company also obtains
trademark protection for its various product names.

Clients

No individual client accounted for a material portion of the Company's
revenue during any of the past three fiscal years. Since the Company's
mainframe packages are used with relatively expensive computer hardware, most
of its revenues are derived from companies which have the resources to make
a substantial commitment to data processing and their computer installations.
Most of the world's major companies use one or more of the Company's software
packages. The Company's software products are generally used in a broad range
of industries, businesses and applications. The Company's clients include
manufacturers, financial service providers, banks, insurance companies,
educational institutions, hospitals, retail microcomputer distributors,
value-added resellers, government agencies and individual personal computer
users.

Product Development

The history of the computer industry has seen rapid changes in hardware and
software technology. The Company must maintain the usefulness of its products
as well as modify and enhance its products to accommodate changes to, and to
ensure compatibility with, hardware and software.

To date, the Company has been able to adapt its products to such changes
and, as described more fully in "Narrative Description Of Business--
Products," the Company believes that it will be able to do so in the future.
Computer software vendors must also continually ensure that their products
meet the needs of clients in the ever-changing marketplace. Accordingly, the
Company has the policy of continually enhancing, improving, adapting and
adding new features to its products, as well as developing additional
products. The Company offers a facility, CA-Uniservice, for many of its
software products whereby problem diagnosis, program "fixes" and other
mainframe services can be provided online between the client's installation
and the support facilities of the Company. CA-TCC (Total Client Care),
another facility, provides a major extension to existing support services of
the Company by offering access to the Company's client support database. In
addition, the Company anticipates offering support services online via the
Internet. These services have contributed to the Company's ability to provide
maintenance more efficiently.

Product development work is primarily done at the Company's facilities in
Alameda, California; San Diego, California; Santa Clara, California; Chicago,
Illinois; Andover, Massachusetts; Westwood, Massachusetts; Mount Laurel, New
Jersey; Princeton, New Jersey; Islandia, New York; Columbus, Ohio;
Pittsburgh, Pennsylvania; Dallas, Texas; Reston, Virginia; and Bellevue,
Washington. The Company also performs product development in Sydney,
Australia; Vienna, Austria; Brussels, Belgium; Vancouver, Canada; Slough,
England; Paris, France; Darmstadt, Germany; Dublin, Ireland; Tel Aviv,
Israel; and Milan, Italy. For its fiscal years ended March 31, 1996, 1995 and
1994, product development costs charged to operations were $285,404,000,
$232,785,000 and $211,273,000, respectively. In fiscal years 1996, 1995, and
1994, the Company capitalized $15,742,000, $15,505,000 and $15,471,000,
respectively, of internally developed software costs.

Certain of the Company's products were acquired from others. The Company
continues to seek synergistic companies, products and partnerships. The
purchase price of acquired products is capitalized and amortized over a
period not exceeding five years.

Employees

As of March 31, 1996, the Company had approximately 8,800 employees of whom
approximately 1,500 were located at its facilities in Islandia, New York;
approximately 4,000 were located at other offices in the United States, and
approximately 3,300 were located at its offices in foreign countries. Of the
total employees, approximately 2,700 were engaged in product development
efforts and 4,100 were engaged in sales and sales support functions. The
Company believes its employee relations are excellent.

(d) Financial Information About Foreign and Domestic Operations and Export
Revenue

See Note 4 of Notes to Consolidated Financial Statements for financial data
pertaining to the geographic distribution of the Company's operations.

<PAGE> 7

Item 2. Properties

The principal properties of the Company are geographically distributed to
meet sales and operating requirements. All of the properties of the Company
are considered to be both suitable and adequate to meet current operating
requirements.

The Company leases approximately 60 office facilities throughout the United
States, and approximately 80 office facilities outside the United States.
Expiration dates on material leases range from fiscal 1997 to 2020.

The Company owns a 675,000 square-foot headquarters in Islandia, New York.
The Company's subsidiary in Germany owns two buildings totaling approximately
120,000 square feet. The Company also owns 54,000 and 214,000 square-foot
office facilities in Austin, Texas and Princeton, New Jersey, respectively.
As a result of the Legent acquisition, the company now owns and operates
115,000, 143,000, 240,000 square-foot office facilities in Columbus, Ohio;
Herndon, Virginia and Pittsburgh, Pennsylvania, respectively.

The Company owns various computer, telecommunications and electronic
equipment. It also leases IBM, DEC, HP and DG computers located at the
Company's facilities in Islandia, New York; Princeton, New Jersey; San Diego,
California; and Chicago, Illinois. This equipment is used for the Company's
internal product development, for technical support efforts and for
administrative purposes. In addition, each of the Company's subsidiaries
outside the U.S. leases certain computer hardware enabling them to
communicate with all other offices of the Company through a dedicated
worldwide network. The Company considers its computer and other equipment to
be adequate for its needs. See Note 7 of Notes to Consolidated Financial
Statements for information concerning lease obligations.

Item 3. Legal Proceedings

The Company, various subsidiaries and certain current and former officers
have been named as defendants in various claims and lawsuits arising in the
normal course of business. The Company believes that the facts do not support
the plaintiffs' claims and intends to vigorously contest each of them.

Item 4. Submission of Matters to Vote of Security Holders

None.

Executive Officers of the Registrant

The name, age, present position and business experience of all executive
officers of the Company as of May 23, 1996 are listed below:
<TABLE>
<CAPTION>

Name Age Position
<S> <C> <C>
Charles B. Wang (1) 51 Chairman, Chief Executive Officer and
Director

Sanjay Kumar (1) 34 President, Chief Operating Officer and
Director

Russell M. Artzt (1) 49 Executive Vice President--Research and
Development and Director

Belden A. Frease 57 Senior Vice President and Secretary

Charles P. McWade 51 Senior Vice President--Finance

Peter A. Schwartz 52 Senior Vice President--Finance and Chief
Financial Officer

Ira Zar 34 Senior Vice President and Treasurer

<FN>
(1) Member of the Executive Committee
</TABLE>

Mr. Charles B. Wang has been Chief Executive Officer and a Director of the
Company since June 1976 and Chairman of the Board since April 1980.

Mr. Kumar joined the Company with the acquisition of UCCEL in August 1987.
He was elected President, Chief Operating Officer and a Director effective
January 1994, having previously served as Executive Vice President--
Operations from January 1993 to December 1993, and Senior Vice President--
Planning from April 1989 to December 1992.

<PAGE> 8

Mr. Artzt has been with the Company since June 1976. He has been Executive
Vice President--Research and Development of the Company since April 1987 and
a Director of the Company since November 1980.

Mr. Frease was elected Secretary of the Company effective May 1991, and he
has been a Senior Vice President of the Company since April 1985. He joined
the Company in November 1983 and served as Secretary from that date through
March 1988.

Mr. McWade has been Senior Vice President--Finance of the Company since
April 1990, having served in various financial positions including Treasurer
from April 1988 to March 1994. Mr. McWade joined the company in October
1983.

Mr. Schwartz has been Senior Vice President--Finance and Chief Financial
Officer of the Company since April 1987. He has served in various financial
roles since joining the Company in July 1983.

Mr. Zar was elected Senior Vice President and Treasurer effective April
1994, having previously served as Vice President--Finance since April 1990.
Mr. Zar joined the Company in June 1982.

The officers are appointed annually and serve at the discretion of the Board
of Directors.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

The Company's Common Stock is listed on the New York Stock Exchange. The
following table sets forth, for the quarters indicated, the quarterly high
and low closing prices on the New York Stock Exchange.

<TABLE>
<CAPTION>
Fiscal 1996 Fiscal 1995
High Low High Low
<S> <C> <C> <C> <C>
Fourth Quarter $ 75.88 $ 52.88 $ 42.50 $ 31.58
Third Quarter $ 67.88 $ 37.63 $ 33.83 $ 29.08
Second Quarter $ 50.83 $ 40.75 $ 30.00 $ 25.25
First Quarter $ 48.67 $ 37.17 $ 28.75 $ 18.50

</TABLE>

On March 31, 1996, the closing price for the Company's Common Stock on the
New York Stock Exchange was $ 71.63. The Company currently has approximately
8,500 record stockholders.

The Company has paid cash dividends in July and January of each year since
July 1990 and intends to continue that policy. The Company's most recent
dividend, paid in January 1996, was $ .07 per share.

References to prices per share have been adjusted to reflect a three-for-two
stock split effective August 21, 1995.

Item 6. Selected Financial Data

The information set forth below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the financial statements and related notes included elsewhere
in this annual report on Form 10-K.

<TABLE>
<CAPTION>
Year Ended March 31,
---------------------------------------------------------------
INCOME STATEMENT DATA 1996(1) 1995(2) 1994 1993 1992
------- ------- ------ ------- -------
(in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Revenue $ 3,504,629 $2,622,992 $2,148,470 $1,841,008 $1,508,761
Net (loss) income (56,354) 431,904 401,262 245,544 162,909
- - - Per common share(3) $ (.23) $ 1.71 $ 1.56 $ .96 $ .61
Dividends declared per
common share(3) .137 .133 .093 .067 .067

</TABLE>
<TABLE>
<CAPTION>
March 31,
---------------------------------------------------------
BALANCE SHEET DATA 1996(1) 1995(2) 1994 1993 1992
------- ------- ------ ------ ------
(in thousands)
<S> <C> <C> <C> <C> <C>
Cash from operations $ 619,358 $ 489,370 $ 480,213 $ 415,747 $ 360,717
Working capital (deficiency) (53,757) 299,673 450,599 340,694 311,058
Total assets 5,015,966 3,269,428 2,491,605 2,348,819 2,168,862
Long-term debt (less
current maturities) 944,506 50,489 71,381 166,714 40,804
Stockholders' equity 1,481,662 1,578,125 1,243,133 1,054,530 988,339

<FN>
(1)Includes a pre-tax write-off of $1,303 million related to the acquisition of Legent Corporation
in August 1995. See Note 2 of Notes to Consolidated Financial Statements for additional
information.
<FN>
(2)Includes a pre-tax write-off of $249 million related to the acquisition of The ASK Group, Inc.
in June 1994. See Note 2 of Notes to Consolidated Financial Statements for additional information.
<FN>
(3)Adjusted to reflect a three-for-two stock split effective August 21, 1995.
</TABLE>

<PAGE> 9

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations

The Annual Report on Form 10-K contains certain forward-looking statements
and information relating to the Company that are based on the beliefs and
assumptions made by the Company's management as well as information
currently available to the management. When used in this document, the words
"anticipate," "believe," "estimate," and "expect" and similar expressions,
are intended to identify forward-looking statements. Such statements reflect
the current views of the Company with respect to future events and are
subject to certain risks, uncertainties and assumptions. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those described
herein as anticipated, believed, estimated or expected. The Company does not
intend to update these forward-looking statements.

Total revenue for fiscal year 1996 of $3.5 billion increased 34% over the
$2.6 billion recorded in fiscal year 1995. The increase reflects continued
demand for less restrictive enterprise licensing pricing options, as well as
the continued growth of licensing fees for the Company's client/server
products. In addition, the inclusion of Legent mainframe and client/server
products acquired in August 1995 contributed to revenue growth. International
revenues increased 34% during fiscal year 1996. Relatively stable economic
conditions and continued expansion of foreign markets, especially relating
to Legent products were largely responsible for this growth. Maintenance
revenue was essentially unchanged; increasing 1% or $10 million primarily due
to the acquisition of the Legent client base, partially offset by the ongoing
trend of site consolidations as well as expanding client/server revenues
which yield lower maintenance. Price changes did not have a material impact
in either year.

Selling, marketing and administrative expenses for fiscal year 1996
decreased to 39% of revenue from 40% in fiscal year 1995. This percentage
reduction reflects higher revenue achievement without a proportionate
increase in total fixed and administrative costs as well as operating
efficiencies realized from the acquisitions of Legent and ASK. Net research
and development expenditures increased $53 million, or 23%, for fiscal year
1996 over the prior fiscal period. The addition of Legent product and
development personnel, the expanded emphasis on adapting products
for the client/server environment and introduction of Inter/Intranet products
were largely responsible for this increase. Commissions and royalties
approximated 5% of revenue for both fiscal year 1996 and 1995. Depreciation
and amortization expense increased 57%, or $147 million in fiscal year 1996
over fiscal year 1995, primarily as a result of additional and accelerated
purchased software amortization associated with the Legent acquisition.
Approximately $150 million of additional amortization expense during fiscal
1996 was directly attributable to the Legent acquisition. Net interest
expense for fiscal year 1996 was $71 million, an increase of approximately
$63 million over fiscal year 1995, reflecting the higher debt levels
associated with borrowings used to finance the Legent acquisition. A pre-tax
purchased research and development charge of $1,303 million is included in
fiscal year 1996 total expenses. The charge represents a write-off of
purchased research and development technology that had not reached the
working model stage and has no alternative future use. Fiscal year 1996 had
a pre-tax loss of $101 million compared to the $697 million pre-tax income
in fiscal year 1995. The pre-tax amounts for both fiscal years 1996 and 1995
include charges relative to the acquisitions of Legent and ASK, respectively.
Excluding the fiscal year 1996 Legent charge of $1,303 million and fiscal
year 1995 ASK charge of $249 million, pre-tax income for fiscal year 1996
was $1,202 million compared to $946 million in fiscal year 1995, an increase
of $256 million, or 27%. The consolidated effective tax rate for fiscal year
1996 reflects a tax benefit of 44%. Without the effect of the Legent charge,
the consolidated effective tax rate would have been 37.5% in fiscal 1996 as
versus 38% in fiscal 1995. Fiscal year 1996 had a net loss of $56 million,
including the previously mentioned charge. Excluding the aforementioned
charges in fiscal 1996 and 1995, net income was $752 million
compared to $586 million in fiscal year 1995. This $166 million increase over
fiscal year 1995 was a 28% improvement. Net income per share excluding both
charges was $2.98 in 1996 compared to $2.33 for 1995, also an increase of
28%.

Total revenue for fiscal year 1995 of $2.6 billion increased 22% over the
$2.1 billion total for fiscal year 1994. Product revenue increased by 31%
over the prior year's level. The growth was attributable to greater revenue
derived from licensing fees on the midrange platform as well as modest
increases in product revenues for mainframe based systems management
products. The midrange platform increase was due chiefly to the success of
the Company's pioneer UNIX-based systems management product, CA-Unicenter,
as well as integration of the ASK/Ingres products acquired in June 1994. The
continued demand for enterprise licensing alternatives and less restrictive
pricing options also contributed to revenue growth. International revenue,
positively affected by foreign exchange currency rates, relatively stable
economic conditions, expanding markets and favorable product offerings, grew
by 28% during fiscal year 1995 over the prior fiscal year. Maintenance
revenue in fiscal year 1995 increased 4%, or $27 million, primarily due to

<PAGE> 10

the acquisition of ASK. Absolute maintenance revenue was negatively affected
by site consolidations and the revenue mix shift toward lower maintenance
generating client/server solutions. Price changes did not have a material
impact in either year.

Selling, marketing and administrative expenses were 40% of total revenue
for fiscal year 1995 in contrast to 47% for fiscal year 1994. This percentage
reduction reflects a higher revenue achievement without a proportionate
increase in total fixed and administrative costs, and to a lesser extent,
operating efficiencies realized from the acquisition of ASK. Net product and
development expenditures increased $22 million, or 10%, for fiscal year 1995
over the prior period. The increase was due to support and enhancement of the
ASK products and ongoing development efforts to expand client/server product
offerings. Commissions and royalties were 5% of revenue for both fiscal
years. Depreciation and amortization expense increased by $51 million, or 25%
in fiscal year 1995 over fiscal year 1994, primarily due to the additional
purchased software product amortization associated with the ASK acquisition.
Net interest expense for fiscal year 1995 was $8.1 million, approximately
$6.3 million higher than fiscal year 1994, as a result of higher debt levels
associated with borrowings used to finance the ASK acquisition. A pre-tax
purchased research and development charge of $249 million is reflected in
fiscal year 1995 total expenses. The charge represents a write-off of
purchased research and development technology that had not reached the
working model stage and has no alternative future use. Pre-tax income
increased in fiscal 1995 by 11%, or $70 million to $697 million from $627
million in fiscal year 1994. This pre-tax income figure includes the charge
of $249 million noted above. Without the charge, income would have been $946
million, an increase of $319 million or 51% from fiscal year 1994. The
consolidated effective tax rate for fiscal year 1995 increased to 38% from
36% in fiscal year 1994. The increase was principally the result of reduced
foreign tax credits. Net income in fiscal 1995 increased 8%, including the
previously mentioned charge, and 46% without it. Net income per share
increased 10% after the charge and 49% before it. A 2% reduction in the
average shares outstanding during fiscal year 1995 contributed to this
improvement.

The Company's foreign subsidiaries operate as distributors for the products
of the Company. As such, the subsidiaries pay royalties to the Company on
revenue generated from the licensing of products. After payment of such
royalties, these foreign subsidiaries had net income of $224,733,000,
$155,251,000 and $108,001,000 in fiscal years 1996, 1995 and 1994,
respectively. See Note 4 of Notes to Consolidated Financial Statements.

The Company's products are designed to improve the productivity and
efficiency of its clients' data processing resources. Accordingly, in a
recessionary environment, the Company's products are often a reasonable
economic alternative to customers faced with the prospect of incurring
expenditures to increase their existing data processing resources. However,
a general or global slowdown in the world economy could adversely affect the
Company's operations.

Selected Unaudited Quarterly Information
(in thousands, except per share amounts)
- - --------------------------------------------------------------------------------------------
1996 Quarterly Results June 30 Sept. 30(1) Dec. 31 Mar.31 Total(1)
- - ---------------------- ------- ----------- ------- ------ --------
<S> <C> <C> <C> <C> <C>
Revenue $577,452 $812,316 $1,004,439 $1,110,422 $3,504,629
Percent of total revenue 16 % 23 % 29 % 32 % 100%
Net income (loss) 88,549 (637,180) 227,178 265,099 (56,354)
- - - Per common share(3) $ .35 $ (2.64) $ .90 $ 1.05 $ (.23)

1995 Quarterly Results June 30(2) Sept. 30 Dec. 31 Mar. 31 Total(2)
- - ---------------------- ---------- -------- ------- ------- --------
Revenue $476,631 $623,340 $721,032 $801,989 $2,622,992
Percent of total revenue 18% 24% 27% 31% 100%
Net income (loss) (85,579) 130,375 174,206 212,902 431,904
Per common share(3) $ (.35) $ .52 $ .69 $ .85 $ 1.71

</TABLE>
<PAGE> 11

The Company has traditionally reported lower profit margins for 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 revenue for the first half
of the year. Historically, the Company's combined third and fourth quarter
revenues have been greater than 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 should not be considered to be a reliable
indicator of future performance.

The Company's future operating results may be affected by a number of
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 effectively manage fixed and variable expense growth
relative to revenue growth; and the Company's ability to effectively
integrate acquired products and operations.

There have been no special marketing programs by the Company which have had
a material effect on the revenue or net income of any given quarterly period.

Foreign Currency Exchange

Uncertainty in world currency markets caused a gradual strengthening of the
U.S. Dollar during fiscal year 1996. Approximately 50% of the Company's
total revenue in fiscal year 1996, 49% in fiscal year 1995 and 46% in fiscal
year 1994, was derived from sales outside of North America. The net income
effect of foreign currency exchange rate fluctuations versus the U.S. Dollar
on international revenues is largely offset to the extent expenses of the
Company's international operations are incurred and paid for in the same
currencies as those of its revenues. During fiscal 1996, the net income
effect of foreign exchange gains was approximately $1 million. A foreign
currency translation adjustment of $25 million was charged to Stockholders'
Equity in fiscal year 1996. As part of its risk management strategy, the
Company did not enter into any foreign exchange derivative transactions
during fiscal years 1996 and 1995.

Liquidity and Capital Resources

Cash from operations for the year ended March 31, 1996 increased by $130
million, or 27%, over the preceding fiscal year. The increase was primarily
the result of increased net income, excluding the non-cash charge to
earnings for purchased research and development. While absolute accounts
receivable balances have increased during fiscal 1996 reflecting the
clients' higher propensity to finance licensing fees, collection of billed
receivables has reduced the amount of time such receivables are outstanding.
Installment, or unbilled, receivables have grown proportionally with revenue
and continue to be viewed by the Company both as a competitive advantage when
marketing product as well as a beneficial use of the Company's capital. Cash
generated from operations and maturities of marketable securities were used
to reduce debt drawn as a result of the August 1995 Legent acquisition. The
Company's fiscal 1996 open market purchases of its common stock of $31
million was significantly lower than that of the prior year primarily due to
concerted efforts to reduce the debt levels associated with the Legent
acquisition.

In August 1995, the Company's revolving line of credit was renegotiated from
$500 million to $2 billion to fund the $1.8 billion acquisition of Legent.
Under the new credit facility, borrowings are subject to interest primarily
at the prevailing London Interbank Rate ("LIBOR") plus a fixed spread
dependent on the achievement of certain financial ratios. The agreement
provides for a facility fee, also dependent on the achievement of certain
financial ratios. The facility calls for the maintenance of certain financial
conditions. The Company also has $23 million of unsecured and uncommitted
multicurrency lines of credit available. These multicurrency facilities were
established to meet any short-term working capital requirements for
subsidiaries principally outside the United States. Peak borrowings under all
financing arrangements were $1,845 million during fiscal 1996, and the
weighted average interest rate for those borrowings was 6.5%. Peak borrowing
under credit facilities during fiscal 1995 were $392 million and the weighted
average interest rate for these borrowings was 5.3%. At March 31, 1996,
approximately $1.4 billion was outstanding under these credit arrangements.

In April 1996, the Company further restructured a portion of its debt by
completing a $320 million private placement of debt. The private placement
affords the Company several advantages including extending the maturity of
its debt, locking in a favorable interest rate and broadening the Company's
sources of liquidity.

<PAGE> 12

The Company's capital resource commitment as of March 31, 1996, consisted
of lease obligations for office facilities, computer equipment, a mortgage
obligation and amounts due resulting from the acquisition of products and
companies. The Company intends to meet its capital resource requirements from
its available funds. No significant commitments exist for future capital
expenditures. See Notes 6 and 7 for details concerning commitments.

The Company believes that the foregoing sources of liquidity, plus existing
cash and marketable securities balances of $201 million as of March 31, 1996,
are adequate for its foreseeable operating needs.

The Company purchased approximately 750 thousand shares of its Common Stock
under its open market repurchase program during fiscal 1996, bringing the
total purchased under this program to approximately 24.5 million shares. An
additional 13 million shares is authorized for repurchase. The Company had
previously completed a 22.5 million share repurchase program, for a total of
47 million shares. All references to share amounts have been adjusted for the
three-for-two stock split effective August 21, 1995.

Item 8. Financial Statements and Supplementary Data

The Financial Statements of the Company are listed in the Index to Financial
Statements filed as part of this Form 10-K.

The Supplementary Data specified by Item 302 of Regulation S-K as it relates
to selected quarterly data is included in Item 7. "Management's Discussion
and Analysis of Financial Condition and Results of Operations." Information
on the effects of changing prices is not required.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

Not applicable.

PART III

Item 10. Directors and Executive Officers of the Registrant

Reference is made to the Registrant's definitive proxy statement to be filed
with the Securities and Exchange Commission within 120 days after the end
of the Registrant's fiscal year for information concerning directors and to
Part I, page 7, of this Annual Report on Form 10-K for information concerning
executive officers under the caption "Executive Officers of the Registrant."

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management

Reference is made to the Registrant's definitive proxy statement to be filed
with the Securities and Exchange Commission within 120 days after the end of
the Registrant's fiscal year for information concerning security ownership
of each person known by the Company to own beneficially more than 5% of the
Company's outstanding shares of Common Stock, of each director of the Company
and all executive officers and directors as a group.

Item 13. Certain Relationships and Related Transactions

<PAGE> 13

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) (1) The Registrant's financial statements together with a separate
table of contents are annexed hereto.
(2) Financial Statement Schedules are listed in the separate table of
contents annexed hereto.
(3) Exhibits

<TABLE>

REGULATION S-K
EXHIBIT NUMBER
--------------
<S> <C> <C>
3(i)(a) Restated Certificate of Previously filed as Exhibit 3.1
Incorporation to the Company's Registration
Statement on Form S-1 (Registration
No. 2-74618) and incorporated herein
by reference.

3(i)(b) Certificate of Amendment Previously filed as Exhibit 3.2 to
of the Restated the Company's Registration
Certificate of Statement on Form S-1 (Registration
Incorporation No. 2-84239) and Incorporated herein
by reference.

3(i)(c) Certificate of Amendment Previously filed on Form 8 dated
of the Restated January 22, 1986 to Form 10-Q for
Certificate of fiscal quarter ended September 30,
Incorporation 1985, and incorporated herein by
reference.

3(i)(d) Certificate of Amendment Previously filed as Exhibit 3(d) to
of the Restated the Company's Annual Report on Form
Certificate of 10-K for the fiscal year ended March
Incorporation 31, 1988 (File No. 0-10180) and
incorporated herein by reference.

3(i)(e) Certificate of Amendment Previously filed as Exhibit 3(e) to
of the Restated the Company's Annual Report on Form
Certificate of 10-K for the fiscal year ended March
Incorporation 31, 1990 (File No. 0-10180) and
incorporated herein by reference.

3(ii) By-Laws Previously filed as an Exhibit to
the Company's Form 10-Q for fiscal
quarter ended September 30, 1993
(File No. 0-10180) and incorporated
herein by reference.

4(a) Indenture dated as of Previously filed as Exhibit 4.1 to
March 1, 1987 between On-Line Software International,
On-Line Software Inc.'s Registration Statement on
International, Inc. and Form S-2 (No. 33-12488) and
Manufacturers Hanover incorporated herein by reference.
Trust Company with respect
to the 6 1/4% Convertible
Subordinated Debentures due
2002 of the Company's
wholly owned subsidiary.

4(b) Supplemental Indenture Previously filed as Exhibit A to the
dated as of September 25, Company's Annual Report on Form 10-K
1991 between On-Line for the fiscal year ended March 31,
Software International,Inc. 1992 (File No. 0-10180) and
and Manufacturers Hanover incorporated herein by reference.
Trust Company with respect
to the 6 1/4% Convertible
Subordinated Debentures due
2002 of the Company's wholly
owned subsidiary.

</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>

REGULATION S-K
EXHIBIT NUMBER
--------------
<S> <C> <C>
4(c) Certificate of Designation Previously filed as Exhibit 3 to the
of Series One Junior Company's Current Report on Form 8-K
Participating Preferred dated June 18, 1991 and
Stock, Class A of the incorporated herein by reference.
Company.

4(d) Rights Agreement dated as Previously filed as Exhibit 4 to the
of June 18, 1991 between Company's Current Report on Form 8-K
the Company and dated June 18, 1991 and
Manufacturers Hanover incorporated herein by reference.
Trust Company.

4(e) Amendment No. 1 dated May Previously filed as Exhibit C to the
17, 1995 to Rights Company's Annual Report on Form 10-K
Agreement dated as of June for the fiscal year ended March 31,
18, 1991. 1995 (File No. 0-10180) and
incorporated herein by reference.

10(a) 1981 Incentive Stock Option Previously filed as Exhibit 10.5 to
Plan. the Company's Registration Statement
on Form S-1 (Registration 2-74618)
and incorporated herein by
reference.

10(b) 1987 Non-Statutory Stock Previously filed as Appendix C to
Option Plan. the Company's definitive Proxy
Statement dated July 1, 1987 and
incorporated herein by reference.

10(c) Amendment No. 1 to the 1987 Previously filed as Exhibit c to the
Non-Statutory Stock Option Company's Annual Report on Form 10-K
Plan dated October 20, for the fiscal year ended March 31,
1993. 1994 and incorporated herein by
reference.

10(d) 1991 Stock Incentive Plan, Previously filed as Exhibit A to the
as amended by Amendment Company's definitive Proxy Statement
No. 1 thereto. dated July 11, 1991 and incorporated
herein by reference.

10(e) Amendment No. 2 to the Previously filed as Exhibit D to the
1991 Stock Incentive Plan Company's Annual Report on Form 10-K
dated October 20, 1993. for the fiscal year ended March 31,
1994 and incorporated herein by
reference.

10(f) Amendment No. 3 to the Filed herewith.
1991 Stock Incentive Plan
date August 9, 1995.

10(g) 1993 Stock Option Plan for Previously filed as Annex 1 to the
for Non-Employee Directors. Company's definitive Proxy Statement

dated July 7, 1993 and incorporated
herein by reference.

10(h) Amendment No. 1 to the Previously filed as Exhibit E to the
1993 Stock Option Plan for Company's Annual Report on Form 10-K
Non-Employee Directors for the fiscal year ended March 31,
dated October 20, 1993. 1994 and incorporated herein by
reference.
</TABLE>

REGULATION S-K
EXHIBIT NUMBER
--------------
<S> <C> <C>
10(i) 1994 Annual Incentive Previously filed as Exhibit A to the

Compensation Plan. Company's definitive Proxy Statement
dated July 8, 1994 and incorporated
herein by reference.

10(j) Amendment No. 1 to the Previously filed as Exhibit A to the
1994 Annual Incentive Company's definitive Proxy Statement
Compensation Plan dated dated July 7, 1995 and incorporated
August 9, 1995. herein by reference.

10(k) 1995 Key Employee Stock Previously filed as Exhibit A to the
Ownership Plan. Company's definitive Proxy Statement
dated July 7, 1995 and incorporated
herein by reference.

10(l) Credit Agreement dated Previously filed as an Exhibit 1
June 24, 1995 among the to the Company's Form 10-Q for the
Company, various banks fiscal quarter ended June 30, 1995
and financial institutions (File No. 0-10180) and incorporated
and Credit Suisse, as herein by reference.
agent.

10(m) Note Purchase Agreement Filed herewith.
dated as of April 1, 1996.

21 Subsidiaries of the Filed herewith.
Registrant.

23 Consent of Ernst & Young Filed herewith.
LLP.

</TABLE>

(b) Reports on Form 8-K.

There were no current reports on Form 8-K filed during the fiscal quarter
ended March 31, 1996.

(d)Financial Statement Schedules: The response to this portion of Item 14 is
submitted as a separate section of this report.

For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, as
amended, the undersigned Registrant hereby undertakes as set forth in the
following paragraph, which undertaking shall be incorporated by reference
into Registrant's Registration Statements on Form S-8 Nos. 33-64377 (filed
November 17, 1995), 33-53915 (filed May 31, 1994), 33-53572 (filed October
22, 1992), 33-34607 (filed April 27, 1990), 33-18322 (filed December 4,
1987), 33-20797 (filed December 19, 1988), 2-92355 (filed July 23, 1984),
2-87495 (filed October 28, 1983) and 2-79751 (filed October 6, 1982).

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

<PAGE> 16

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

By /s/ CHARLES B. WANG
-----------------------------------
Charles B. Wang
Chairman
Chief Executive Officer

By /s/ PETER A. SCHWARTZ
----------------------------------
Peter A. Schwartz
Senior Vice President-Finance
Principal Financial and Accounting Officer

Dated: May 24, 1996

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:

Name Title
------ -------

/s/ CHARLES B. WANG Chairman
-------------------------- and Director
Charles B. Wang

/s/ SANJAY KUMAR Director
--------------------------
Sanjay Kumar

/s/ RUSSELL M. ARTZT Director
--------------------------
Russell M. Artzt

/s/ WILLEM F. P. de VOGEL Director
---------------------------
Willem F. P. de Vogel

/s/ IRVING GOLDSTEIN Director
--------------------------
Irving Goldstein

/s/ RICHARD A. GRASSO Director
--------------------------
Richard A. Grasso

/s/ EDWARD C. LORD Director
--------------------------
Edward C. Lord, III

/s/ SHIRLEY STRUM KENNY Director
--------------------------
Shirley Strum Kenny

Dated: May 24, 1996

<PAGE> 17

COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
ISLANDIA, NEW YORK

ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEM 14(a)(1) AND (2) AND ITEM 14(d)

LIST OF FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES

FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES

YEAR ENDED MARCH 31, 1996

Page

The following consolidated financial statements
of Computer Associates International, Inc. and
subsidiaries are included in Item 8:

Report of Independent Auditors 18

Consolidated Statements of Operations--Years Ended
March 31, 1996, 1995 and 1994 19

Consolidated Balance Sheets-March 31, 1996 and 1995 20

Consolidated Statements of Stockholders' Equity--
Years Ended March 31, 1996, 1995 and 1994 22

Consolidated Statements of Cash Flows--Years
Ended March 31, 1996, 1995 and 1994 23

Notes to Consolidated Financial Statements 24

The following consolidated financial statement
schedule of Computer Associates International, Inc.
and subsidiaries is included in Item 14(d):

Schedule II--Valuation and Qualifying Accounts 34

All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable, and therefore have been
omitted.

<PAGE> 18

REPORT OF INDEPENDENT AUDITORS

Stockholders and Board of Directors
Computer Associates International, Inc.

We have audited the accompanying consolidated balance sheets of Computer
Associates International, Inc. and subsidiaries as of March 31, 1996 and
1995, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the three years in the period ended March
31, 1996. Our audits also included the financial statement schedule listed
in the Index at Item 14(a). These financial statements and the schedule are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and the schedule based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Computer Associates International, Inc. and subsidiaries at March 31, 1996
and 1995, and the consolidated results of their operations and their cash
flows for each of the three years in the period ended March 31, 1996, in
conformity with generally accepted accounting principles. Also, in our
opinion, the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.

ERNST & YOUNG LLP
New York, New York
May 24, 1996

COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>

Year Ended March 31,
1996 1995 1994
---- ---- ----
(Dollars in thousands, except per share amounts)
<S> <C> <C> <C>
Product revenue and other related income $2,775,261 $1,903,349 $1,455,675
Maintenance fees 729,368 719,643 692,795
--------- --------- ---------
TOTAL REVENUE 3,504,629 2,622,992 2,148,470

Costs and Expenses:
Selling, marketing and administrative 1,367,301 1,051,096 1,000,682
Product development and enhancements 285,404 232,785 211,273
Commissions and royalties 174,116 127,436 101,410
Depreciation and amortization 404,326 257,699 206,317
Interest expense, net 70,813 8,057 1,816
Purchased research and development 1,303,280 249,300
--------- --------- ---------
TOTAL COSTS AND EXPENSES 3,605,240 1,926,373 1,521,498

(Loss) income before income taxes (100,611) 696,619 626,972
Income taxes (benefit) (44,257) 264,715 225,710
--------- --------- ---------
NET (LOSS) INCOME $ (56,354) $ 431,904 $ 401,262
========= ========= =========

NET (LOSS) INCOME PER COMMON SHARE $ (.23) $ 1.71 $ 1.56
========= ========= =========

Weighted average common shares
used in computation 241,512 252,057* 257,142*

<FN>
*Share amounts adjusted for three-for-two stock split effective August 21,
1995.

<FN>
See Notes to Consolidated Financial Statements.

</TABLE>
<PAGE> 20
<TABLE>

COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

March 31,
ASSETS 1996 1995
---- ----
(Dollars in thousands)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 96,539 $ 116,579
Marketable securities 104,674 184,643
Trade and installment accounts receivable 1,181,948 787,684
Other current assets 64,559 58,660
--------- ---------
TOTAL CURRENT ASSETS 1,447,720 1,147,566

INSTALLMENT ACCOUNTS RECEIVABLE,
due after one year 1,700,766 1,045,798

PROPERTY AND EQUIPMENT
Land and buildings 316,776 258,441
Equipment, furniture and improvements 403,636 341,804
--------- ---------
720,412 600,245
Allowance for depreciation and amortization 300,072 256,292
--------- ---------
TOTAL PROPERTY AND EQUIPMENT 420,340 343,953

PURCHASED SOFTWARE PRODUCTS, net of accumulated
amortization of $786,472 and $487,164 580,173 342,999

EXCESS OF COST OVER NET ASSETS ACQUIRED, net of
accumulated amortization of $83,830
and $48,603 785,830 300,268

OTHER ASSETS 81,137 88,844
--------- ---------
TOTAL ASSETS $5,015,966 $3,269,428
========= =========
<FN>
See Notes to Consolidated Financial Statements.

</TABLE>
<PAGE> 21
<TABLE>

COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

March 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 1996 1995
---- ----
(Dollars in thousands)
<S> <C> <C>
CURRENT LIABILITIES
Loans payable and current portion
of long-term debt $ 499,353 $ 243,275
Accounts payable 101,429 86,475
Salaries, wages and commissions 119,046 89,035
Accrued expenses and other liabilities 340,397 157,410
Taxes, other than income taxes 65,457 51,172
Federal, state and foreign income taxes
payable 228,700 113,972
Deferred income taxes 147,095 106,554
--------- ---------
TOTAL CURRENT LIABILITIES 1,501,477 847,893

LONG-TERM DEBT, net of current portion 944,506 50,489

DEFERRED INCOME TAXES 721,445 460,838

DEFERRED MAINTENANCE REVENUE 366,876 332,083

STOCKHOLDERS' EQUITY
Common Stock, $.10 par value, 500,000,000
shares authorized, 280,411,290* shares
issued 28,041 28,041
Additional paid-in capital 516,651 514,251
Retained earnings 1,426,306 1,515,677
Equity adjustment 41,397 57,313
Treasury stock, at cost--38,203,519
shares for 1996 and 40,205,113* shares
for 1995 ( 530,733) (537,157)
--------- ---------

TOTAL STOCKHOLDERS' EQUITY 1,481,662 1,578,125
--------- ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $5,015,966 $3,269,428
========= =========
<FN>
*Share amounts adjusted for three-for-two stock split effective
August 21,1995.

<FN>
See Notes to Consolidated Financial Statements.

</TABLE>
<PAGE> 22
<TABLE>

COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Additional Total
Common Paid-In Retained Equity Treasury Stockholders'
Stock(2) Capital(2) Earnings Adjustment Stock Equity
-------- ---------- -------- ---------- -------- ------------
(Dollars in
thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance at March 31, 1993 $ 28,031 $ 505,727 $ 737,915 $ (8,564) $ (208,579) $ 1,054,530
Net income 401,262 401,262
Dividends declared
($.093 per share)(2) (23,202) (23,202)
Exercise of Common Stock
options and other 10 (352) 13,843 13,501
401(k) discretionary contribution 4,369 5,025 9,394
Translation adjustment
in 1994 (8,293) (8,293)
Net change attributable to
unrealized gain on
marketable securities 640 640
Purchases of treasury
stock (204,699) (204,699)
-------- -------- --------- --------- --------- ---------
Balance at March 31, 1994 28,041 509,744 1,115,975 (16,217) (394,410) 1,243,133
Net income 431,904 431,904
Dividends declared
($.133 per share)(2) (32,202) (32,202)
Exercise of Common Stock
options and other (1,306) 23,150 21,844
401(k) discretionary contribution 5,813 7,386 13,199
Translation adjustment
in 1995 76,030 76,030
Net change attributable to
unrealized loss on marketable
securities (2,500) (2,500)
Purchases of treasury
stock (173,283) (173,283)
-------- -------- --------- --------- --------- ---------
Balance at March 31, 1995 28,041 514,251 1,515,677 57,313 (537,157) 1,578,125
Net loss (56,354) (56,354)
Dividends declared
($.137 per share)(2) (33,017) (33,017)
Exercise of Common Stock
options and other (7,450) 6,765 32,218 31,533
401(k) discretionary contribution 9,850 5,116 14,966
Translation adjustment
in 1996 (25,001) (25,001)
Net change attributable to
unrealized gain on marketable
securities 2,320 2,320
Purchases of treasury
stock ( 30,910) (30,910)
-------- -------- --------- --------- --------- ---------
Balance at March 31, 1996 $28,041 $516,651 $1,426,306 $41,397(1) $ (530,733) $1,481,662
======== ======== ========= ========= ========= =========

<FN>
(1) Represents foreign currency translation adjustment of $34,172,000,
unrealized gain on marketable securities of $460,000 and $6,765,000 of
restricted stock.

<FN>
(2) Share amount adjusted for three-for-two stock split effective August 21,
1995.
<FN>
See Notes to Consolidated Financial Statements.

</TABLE>
<PAGE> 23
<TABLE>

COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows

Year Ended March 31,
1996 1995 1994
---- ---- ----

(Dollars in thousands)
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net (loss) income $ (56,354) $ 431,904 $ 401,262
Adjustments to reconcile net (loss)
income to net cash provided
by operating activities:
Depreciation and amortization 404,326 257,699 206,317
Provision for deferred income
taxes (benefit) (290,070) 41,669 60,469
Charge for purchased research and
development 1,303,280 249,300
Increase in noncurrent installment
accounts receivable, net (590,407) (357,103) (226,785)
Increase (decrease) in deferred
maintenance revenue 36,990 (5,352) (8,064)
Foreign currency transaction (gain)
loss--before taxes (1,799) 1,131 10,421
Changes in other operating assets
and liabilities, net of effects of
acquisitions:
Increase in trade and installment
receivables (262,292) (59,250) (30,357)
Other changes in operating assets
and liabilities 75,684 (70,628) 66,950
--------- -------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 619,358 489,370 480,213

INVESTING ACTIVITIES:
Acquisitions, primarily purchased software,
marketing rights and intangibles (1,787,308) (430,675) (3,923)
Purchases of property and equipment (21,296) (35,370) (28,637)
Purchases of marketable securities (54,067) (145,796) (169,476)
Sales of marketable securities 136,356 193,724 96,405
Increase in capitalized development costs
and other (15,768) (15,552) (15,471)
--------- -------- --------
NET CASH USED IN INVESTING ACTIVITIES (1,742,083) (433,669) (121,102)

FINANCING ACTIVITIES:
Dividends (33,017) (32,202) (23,202)
Purchases of treasury stock (30,910) (173,283) (204,699)
Proceeds from borrowings 1,720,000 522,000 181,676
Repayments of borrowings (569,905) (417,404) (264,225)
Exercise of common stock options and other 21,110 15,891 11,611
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES --------- -------- --------
1,107,278 (84,998) (298,839)

(DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS BEFORE EFFECT OF EXCHANGE
RATE CHANGES ON CASH (15,447) (29,297) 60,272
Effect of exchange rate changes on cash (4,593) 12,749 (6,628)
--------- -------- --------
(DECREASE)INCREASE IN CASH AND
CASH EQUIVALENTS (20,040) (16,548) 53,644

CASH AND CASH EQUIVALENTS--BEGINNING OF YEAR 116,579 133,127 79,483
--------- -------- --------
CASH AND CASH EQUIVALENTS--END OF YEAR $ 96,539 $ 116,579 $ 133,127
========= ========= ========
<FN>
See Notes to Consolidated Financial Statements.

</TABLE>
<PAGE> 24

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

Note 1 -- Significant Accounting Policies

Description of Business: Computer Associates Intenational, Inc. and
subsidiaries (the "Company") designs, develops, markets and supports a wide
range of integrated computer software products.

Principles of Consolidation: Significant intercompany items and transactions
have been eliminated in consolidation. The Company has various investments
which it accounts for under the equity method of accounting. These
investments are not significant either individually or when considered
collectively. The Company's net gain or loss for such investments is
reflected in selling, marketing and administrative expense.

Reclassifications: Certain amounts in the 1995 Consolidated Balance Sheet and
1995 and 1994 Consolidated Statements of Cash Flows have been reclassified
to conform with the 1996 presentation.

Basis of Revenue Recognition: Product license fee revenue is recognized after
both acceptance by the client and delivery of the product. Maintenance
revenue, whether bundled with product license or priced separately, is
recognized ratably over the maintenance period. Accounts receivable resulting
from product sales with extended payment terms are discounted to present
value using the rate which approximates the Company's cost of funds. The
amounts of the discount credited to operations for the years ended March 31,
1996, 1995 and 1994 were $215,338,000, $160,986,000 and $121,200,000,
respectively.

Marketable Securities: The Company considers all highly liquid investments
with a maturity of three months or less when purchased to be cash
equivalents.

The Company has evaluated its investment policies consistent with Financial
Accounting Standards Board Statement No. 115, Accounting for Certain
Investments in Debt and Equity Securities ("FASB 115"), and determined that
all of its investment securities are to be classified as available-for-sale.
Available-for-sale securities are carried at fair value, with the unrealized
gains and losses reported in Stockholders' Equity under the caption Equity
Adjustment. The amortized cost of debt securities is adjusted for
amortization of premiums and accretion of discounts to maturity. Such
amortization is included in interest income. Realized gains and losses and
declines in value judged to be other-than-temporary on available-for-sale
securities are included in interest income. The cost of securities
sold is based on the specific identification method. Interest and dividends
on securities classified as available-for-sale are included in interest
income.

Property and Equipment: Land, buildings, equipment, furniture, and
improvements are stated at cost. Depreciation and amortization are provided
over the estimated useful lives of the assets by the straight-line method.

Intangibles: Excess of costs over net assets acquired is being amortized by
the straight-line method over 20 years. Cost of purchased software and
acquired rights to market software products, and software development costs
(costs incurred after development of a working model or a detailed program
design) are capitalized and amortized by the straight-line method over five
years or based on the product's useful economic life, commencing with product
release. During fiscal year 1994, approximately $17 million was charged to
depreciation and amortization expense as a result of a reassessment of the
current carrying value of certain of the Company's purchased software
products. Unamortized capitalized development costs included in other assets
at March 31, 1996 and 1995 were $52,991,000 and $55,713,000, respectively.
Amortization of capitalized development costs was $18,509,000, $21,986,000
and $14,502,000 for the fiscal years ended March 31, 1996, 1995 and 1994,
respectively.

Net income per Share: Net income per share of Common Stock is computed by
dividing net income by the weighted average number of common shares and any
dilutive common share equivalents outstanding. Fully diluted net income per
share for fiscal 1996, 1995 and 1994 is not materially different from net
income per share. The number of common shares used for computing net loss per
common share in fiscal 1996 does not include any common share equivalents
because the effect would have been antidilutive. Share and per share amounts
have been adjusted to reflect a three-for-two stock split effective
August 21, 1995.

<PAGE> 25

COMPUTER ASSOCIATES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued

Note 1--Significant Accounting Policies (continued)

Statement of Cash Flows: Interest payments for the years ended March 31,
1996, 1995 and 1994 were $75,689,000, $22,589,000 and $13,190,000,
respectively. Income taxes paid for these fiscal years were
$143,607,000, $227,184,000 and $139,260,000, respectively.

Translation of Foreign Currencies: In translating financial statements of
foreign subsidiaries, all assets and liabilities are translated using the
exchange rate in effect at the balance sheet date. All revenue, costs and
expenses are translated using an average exchange rate. Net income (loss)
includes exchange gains (losses) of approximately $1,124,000 in 1996,
($701,000) in 1995 and ($6,669,000) in 1994.

Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Although these estimates are based on
management's knowledge of current events and actions it may undertake in the
future, they may ultimately differ from actual results.

Stock Plans: The Company accounts for its stock-based compensation
arrangements under the provisions of Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued To Employees" ("APB 25"). In 1995, Financial
Accounting Standards Board Statement No. 123, "Accounting for Stock-Based
Compensation" ("FASB 123") was issued whereby companies may elect to account
for stock-based compensation using a fair-value-based method or continue
measuring compensation expense using the intrinsic value method prescribed
in APB 25. FASB 123 requires that companies electing to continue to use the
intrinsic value method make pro forma disclosure of net income and net
income per share as if the fair-value-based method of accounting has been
applied. The Company will adopt FASB 123 during the year ended March 31,
1997. Since the Company anticipates continuing to account for stock-based
compensation using the intrinsic value method, FASB 123 will not impact its
operating results or financial position.

Note 2 -- 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, net income for the fiscal year ended March
31, 1996 would have been $752 million, or $2.98 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 $315 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 computer-based relational database
management systems, data access and connectivity products, manufacturing and
financial software application tools and providing 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, net income for the fiscal year ended March 31, 1995 would have
been $586 million, or $2.33 per share.

<PAGE> 26

COMPUTER ASSOCIATES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued

Note 2--Acquisitions (continued)

The following table reflects pro forma combined results of operations 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 aquisition of Legent had
taken place at the beginning of the fiscal year for each of the periods
presented. The after-tax charges in fiscal years 1996 and 1995 of $808
million and $154 million, respectively, were recorded at the beginning of the
fiscal year for each of the periods presented:

<TABLE>
<CAPTION>
Year Ended March 31,
1996 1995
---- ----
(Amounts in thousands, except per share amounts)
<S> <C> <C>
Revenue $ 3,623,148 $ 3,064,462
Net loss (259,647) (571,005)
Net loss per Common Share $ (1.08) $ (2.36)
Shares used in computation 241,512 241,440*

</TABLE>

The following table reflects pro forma combined results of operations 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 aquisition of Legent had
taken place at the beginning of the fiscal year for each of the periods
presented and excludes the effect of the after-tax charges of $154 million
for ASK and $808 million for Legent:

Year Ended March 31,
1996 1995
---- ----
(Amounts in thousands, except per share amounts)
<S> <C> <C>
Revenue $3,623,148 $3,064,462
Net income 702,953 391,595
Net income per Common Share $ 2.79 $ 1.55
Shares used in computation 252,247 252,057*

</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.

*Adjusted for three-for-two stock split effective August 21, 1995.

<PAGE> 27

COMPUTER ASSOCIATES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued

Note 3--Investments

The following is a summary of cash equivalents and marketable securities
classified as "available-for-sale" securities as required by FASB 115:

<TABLE>
<CAPTION>
Gross Gross Estimated
Unrealized Unrealized Fair
Cost Gains Losses Value
------ ------- -------- ---------
(Dollars in thousands)
<S> <C> <C> <C> <C>
March 31, 1996:
Debt securities $ 104,214 $489 $ 29 $104,674
======== ===== ====== =======
March 31, 1995:
U.S. corporate debt securities $ 1,012 $ 7 $1,005
Other debt securities 185,491 $225 2,078 183,638
-------- ----- ----- -------
Total debt securities $ 186,503 $225 $2,085 $184,643
======== ===== ====== =======

<FN>
For years ended March 31, 1996 and 1995, no debt securities were deemed to
be Cash and Cash Equivalents.

</TABLE>

The gross realized gains on sales of available-for-sale securities totaled
$823,000, $14,000 and $67,00 for the periods ended March 31, 1996, 1995 and
1994, respectively. The gross realized losses totaled $248,000, $1,601,000
and $27,000 for the periods ended March 31, 1996, 1995 and 1994,
respectively. The net adjustment for unrealized holding gains and losses
included in stockholders' equity was a net gain of $460,000 at March 31, 1996
and a net loss of $1,860,000 at March 31, 1995.

The amortized cost and estimated fair value of debt securities at March 31,
1996, by contractual maturity, are shown below. Expected maturities will
differ from contractual maturities because the issuers of the securities may
have the right to prepay obligations without prepayment penalties.

<TABLE>
<CAPTION>
March 31, 1996
Estimated
Fair
Cost Value

Available-for-Sale: (Dollars in thousands)
<S> <C> <C>
Due in one year or less $31,021 $31,129
Due one through three years 73,193 73,545
------- -------
$104,214 $104,674
======= =======
</TABLE>
<PAGE> 28

<TABLE>

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

Note 4--Geographic Area Information and Foreign Operations

United States Foreign (a) Eliminations Total
------------- ---------- ------------ -----
(Dollars in thousands)

<S> <C> <C> <C> <C>
March 31, 1996:
Revenue:
To unaffiliated customers $1,678,075 $1,826,554 $3,504,629
Between geographic areas (b) 403,014 $(403,014)
--------- --------- --------- ---------
Total Revenue 2,081,089 1,826,554 (403,014) 3,504,629

Net (loss) income (281,087) 224,733 (56,354)
Identifiable assets 3,708,855 1,897,360 (590,249) 5,015,966
--------- --------- --------- ---------
Total liabilities 2,767,171 1,357,382 (590,249) 3,534,304

March 31, 1995:
Revenue:
To unaffiliated customers $1,262,750 $1,360,242 $2,622,992
Between geographic areas (b) 289,933 $(289,933)
--------- --------- --------- ---------
Total Revenue 1,552,683 1,360,242 (289,933) 2,622,992

Net income 276,653 155,251 431,904
Identifiable assets 2,304,974 1,470,069 (505,615) 3,269,428
Total liabilities 1,124,131 1,072,787 (505,615) 1,691,303

March 31, 1994:
Revenue:
To unaffiliated customers $1,089,549 $1,058,921 $2,148,470
Between geographic areas (b) 223,906 $(223,906)
--------- --------- --------- ---------
Total Revenue 1,313,455 1,058,921 (223,906) 2,148,470

Net income 293,261 108,001 401,262
Identifiable assets 1,870,566 997,204 (376,165) 2,491,605
Total liabilities 878,749 745,888 (376,165) 1,248,472

<FN>
(a) The Company operates wholly owned subsidiaries in 37 foreign countries, including Canada, Middle East,
Europe(19), South America (6) and the Pacific Rim (10).

<FN>
(b) Represents royalties from foreign subsidiaries generally determined as a percentage of certain amounts
invoiced to customers.

<FN>
For the years ended March 31, 1996, 1995 and 1994, $38,506,000, $43,467,000 and $42,578,000, respectively,
of export sales to unaffiliated customers are included in United States revenue.

</TABLE>
<PAGE> 29

COMPUTER ASSOCIATES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued

Note 5 -- Trade and Installment Accounts Receivable

Trade and installment accounts receivable consist of the following:

<TABLE>
<CAPTION>
March 31,
1996 1995
---- ----
(Dollars in thousands)
<S> <C> <C>
Current receivables $1,809,053 $1,285,894
Less: Allowance for uncollectible amounts (159,941) (160,531)
Unamortized discount and maintenance fees (467,164) (337,679)
--------- ---------
$1,181,948 $ 787,684
========= =========

Non-current receivables $2,705,331 $1,666,938
Less: Allowance for uncollectible amounts (22,050) (22,050)
Unamortized discount and maintenance fees (982,515) (599,090)
--------- ---------
$1,700,766 $1,045,798
========= =========
</TABLE>

The provisions for uncollectible amounts for the years ended March 31, 1996,
1995 and 1994 were $70,912,000, $88,549,000 and $90,068,000, respectively,
and are included in selling, marketing and administrative expenses.

Note 6--Debt

In fiscal year 1996, the Company negotiated a $2 billion unsecured 5-year
reducing revolving credit facility with a group of banks, primarily to
finance the purchase of Legent. The credit facility provides for reducing
annual commitments of $250 million on each anniversary, maintenance of
certain financial ratios and restrictions on the amount of cash dividends
that may be declared. Interest and commitment fees under the facility are
generally at the prevailing London interbank rate ("LIBOR") plus a spread
dependent on the Company's achievement of certain ratios. At March 31, 1996,
the Company was paying interest at 6%. The amount outstanding under this
credit facility at March 31, 1996 was $1,390 million of which $495 million
is characterized as current based on the Company's anticipated repayments for
the twelve months ended March 31, 1997. The balance of $895 million has been
classified as long-term debt.

In fiscal year 1995, the Company had a $500 million unsecured credit facility
with a group of banks that was renewable annually. This facility has been
superseded by the $2 billion facility above. At March 31, 1995, $240
million was outstanding under this facility.

Unsecured and uncommitted multicurrency credit facilities of $23 million are
also available to meet any short-term working capital requirements and can
be drawn upon, up to a predefined limit, by most subsidiaries. Under these
multicurrency facilities, approximately $3 million was drawn at March 31,
1996. No amounts were drawn at March 31, 1995.

The Company also has various other debt obligations outstanding at March 31,
1996 and 1995. These fixed rate debt obligations carry annual interest rates
ranging from 6% to 7 1/2%.

<PAGE> 30

COMPUTER ASSOCIATES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued

Note 6--Debt (continued)

During April 1996, the Company completed the private placement of $320
million of unsecured senior debt due 2003. The debt has a fixed rate of
interest of 6.77%. Proceeds from this private placement were used to repay
outstanding amounts under the $2 billion credit facility. The private
placement enabled the Company to extend the maturity of its debt, commit to
a fixed rate of interest and broaden the Company's sources of liquidity.

The Company conducts an ongoing review of its debt balances as part of its
risk management strategy. To date, the Company has not entered into any form
of derivative transactions related to its debt instruments. The fair market
value of long-term debt approximates its carrying value.

The maturities of long-term debt outstanding for the five fiscal years noted
after consideration of the April 1996 private placement discussed above are
as follows: 1997--$499,353,000; 1998--$500,105,000; 1999--$84,431,000;
2000--$69,045,000; and 2001--$69,084,000.

Interest expense for the years ended March 31, 1996, 1995 and 1994 was
$80,593,000, $23,592,000 and $13,145,000, respectively, and is netted with
interest income.

Note 7-- Commitments and Contingencies

The Company leases real estate and certain data processing and other
equipment with lease terms expiring through 2020. The leases are operating
leases and generally provide for renewal options and additional rental based
on escalation in operating expenses and real estate taxes. The Company has
no material capital leases.

Rental expense under operating leases for the years ended March 31, 1996,
1995 and 1994 was $165,493,000, $108,406,000 and $89,829,000, respectively.
Future minimum lease payments are: 1997--$99,263,000; 1998--$72,712,000;
1999--$48,390,000; 2000--$39,463,000; 2001--$32,488,000; and thereafter--
$88,071,000.

Financial instruments that potentially subject the Company to concentration
of credit risk consist primarily of marketable securities and accounts
receivable. The Company's marketable securities consist primarily of high
quality debt securities with limited exposure to any single instrument. The
Company's accounts receivable balances have limited exposure to concentration
of credit risk due to the diverse client base and geographic areas covered
by operations.

Note 8--Income Taxes

The amounts of income (loss) before income taxes attributable to domestic and
foreign operations are as follows:

<TABLE>
<CAPTION>
Year Ended March 31,
1996 1995 1994
---- ---- ----
(Dollars in thousands)
<S> <C> <C> <C>
Domestic $(464,066) $429,439 $453,647
Foreign 363,455 267,180 173,325
--------- ------- -------
$(100,611) $696,619 $626,972
========= ======= =======
</TABLE>
<PAGE> 31

COMPUTER ASSOCIATES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued

Note 8--Income Taxes (continued)

The provision for income taxes (benefit) consists of the following:

Year Ended March 31,
1996 1995 1994
---- ---- ----
(Dollars in thousands)
<S> <C> <C> <C>
Current:
Federal $160,145 $166,402 $123,897
State 29,832 23,204 16,523
Foreign 55,836 33,440 24,821
------- ------- -------
245,813 223,046 165,241
======= ======= =======
Deferred:
Federal (337,201) (46,810) 14,049
State (35,755) 9,990 5,917
Foreign 82,886 78,489 40,503
------- ------- -------
(290,070) 41,669 60,469
======= ======= =======

Total:
Federal (177,056) 119,592 137,946
State (5,923) 33,194 22,440
Foreign 138,722 111,929 65,324
------- ------- -------

$(44,257) $264,715 $225,710
======= ======= =======
</TABLE>

Under Financial Accounting Standards Board Statement No. 109, deferred income
taxes have been provided for the differences between financial statement and
tax basis of assets and liabilities. The cumulative impact of temporary
differences, primarily due to the modified accrual basis (approximately 88%
in 1996 and 85% in 1995 of total deferred income taxes), purchase accounting
adjustments (approximately 16% in 1996 and 15% in 1995), net capitalized
development costs (approximately 2% in 1996 and 3% in 1995) and receivable
reserves (a deferred tax asset of approximately 4% in 1996 and 6% in 1995)
is shown on the Consolidated Balance Sheets under the captions "Deferred
Income Taxes."

The provision for income taxes (benefit) is reconciled to the tax provision
computed at the federal statutory rate as follows:

<TABLE>
<CAPTION>
Year Ended March 31,
1996 1995 1994
---- ---- ----
(Dollars in thousands)
<S> <C> <C> <C>
Statutory rate $(35,214) $243,817 $219,440
State taxes, net of federal tax effect (3,850) 21,576 14,586
Other, net (5,193) (678) (8,316)
-------- -------- -------
$(44,257) $264,715 $225,710
======== ======== =======
</TABLE>
<PAGE> 32

COMPUTER ASSOCIATES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued

Note 9--Stock Plans

The Company has a 1981 Incentive Stock Option Plan (the "1981 Plan") pursuant
to which options to purchase up to 12,000,000 shares of Common Stock of the
Company were available for grant to employees (including officers of the
Company). The 1981 Plan expired on October 23, 1991. Therefore, from and
after that date no new options can be granted under the 1981 Plan. Pursuant
to the 1981 Plan, the exercise price could not be less than the fair market
value of each share at the date of grant. The option period could not exceed
ten years. Options granted thereunder may be exercised in annual increments
commencing one year after the date of grant and become fully exercisable
after the expiration of five years. Options for 894,518 of the 1,209,286
options which are outstanding under the 1981 Plan were exercisable at March
31, 1996 at $2.92-$9.21 per share.

The Company has a 1987 Non-Statutory Stock Option Plan (the "1987 Plan")
pursuant to which options to purchase up to 7,500,000 shares of Common Stock
of the Company may be granted to select salaried officers and key employees
of the Company. Pursuant to the 1987 Plan the exercise price shall not be
less than the fair market value of each share at the date of the grant. The
option period shall not exceed twelve years. Each option may be exercised
only in accordance with a vesting schedule established by the Company's Stock
Option and Compensation Committee. As of March 31, 1996, 13,500 shares of the
Company's Common Stock were available for future grants. 4,779,750 of the
5,847,375 options which are outstanding under the 1987 Plan were exercisable
as of that date. These options are exercisable at $5.00 - $9.59 per share.

The Company's 1991 Stock Incentive Plan (the "1991 Plan") provides that stock
appreciation rights and/or options, both qualified and non-statutory, to
purchase up to 30,000,000 shares of Common Stock of the Company may be
granted to employees (including officers of the Company) under conditions
similar to the 1981 Plan. As of March 31, 1996, no stock appreciation rights
have been granted under this plan and 13,362,965 options have been granted.
868,169 of the 11,213,928 options which are outstanding under the 1991 Plan
were exercisable at that date. These options are exercisable at $7.50- $43.50
per share.

The 1993 Stock Option Plan for Non-Employee Directors (the "1993 Plan")
provides for non-statutory options to purchase up to a total of 150,000
shares of Common Stock of the Company to be available for grant to each
member of the Board of Directors who is not otherwise an employee of the
Company. Pursuant to the 1993 Plan, the exercise price shall be the fair
market value of the shares covered by the option at the date of grant. The
option period shall not exceed ten years and each option may be exercised in
whole or in part on the first anniversary date of its grant. As of March 31,
1996, 42,000 options have been granted under this plan. 21,000 of the 36,000
options which are outstanding under the 1993 Plan were exercisable as of that
date. These options are exercisable at $17.08 - $49.50 per share.
The following table summarizes the activity under these plans:

Option Shares Under
Prices Option
-------- ------------
<S> <C> <C>
Outstanding at March 31, 1993 $ .44 - $ 9.59 13,964,968

Granted $14.58 - $17.08 3,401,730
Exercised $ 1.38 - $ 9.59 (1,580,826)
Terminated $ .44 - $ 9.59 (259,411)
Outstanding at March 31, 1994 $ 1.38 - $17.08 15,526,461

Granted $20.42 - $35.42 4,065,000
Exercised $ 1.38 - $17.08 (1,876,440)
Terminated $ 2.14 - $17.08 (458,617)
Outstanding at March 31, 1995 $ 1.88 - $35.42 17,256,404

Granted $43.50 - $49.50 4,140,000
Exercised $ 1.88 - $35.42 (2,265,198)
Terminated $ 2.92 - $35.42 (824,617)
Outstanding at March 31, 1996 $ 2.92 - $49.50 18,306,589

</TABLE>

<PAGE> 33

COMPUTER ASSOCIATES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued

Note 9--Stock Plans (Continued)

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 restricted common
stock to three key executives. The Committee has initially reserved 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. At March 31, 1996, an
additional 2,400,000 shares may be reserved due to the achievement of certain
target prices. The Initial Grant and Additional Grants are non-transferable,
are subject to risk of forfeiture through March 31, 2000 and are further
subject to significant limitations on transfer during the seven years
following vesting. In January 1996, 600,000 shares of Common Stock reserved
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.

All references to the number of shares under option and option prices have
been adjusted to reflect a three-for-two stock split effective August 21,
1995.

Note 10--Profit Sharing Plan

The Company maintains a profit sharing plan, the Computer Associates Savings
Harvest Plan ("CASH Plan"), for the benefit of employees of the Company. The
CASH Plan is intended to be a qualified plan under Section 401(a) of the
Internal Revenue Code of 1986 (the "Code") and contains a qualified cash or
deferred arrangement as described under Section 401(k) of the Code. Pursuant
to the CASH Plan, eligible participants may elect to contribute a percentage
of their annual gross salary. Matching contributions to the CASH Plan for the
years ended March 31, 1996, 1995 and 1994 were $4,543,000, $3,873,000 and
$3,738,000, respectively. In addition, the Company may make discretionary
contributions to the CASH Plan. Discretionary contributions to the CASH Plan
for the years ended March 31, 1996, 1995 and 1994 were $16,529,000,
$16,107,000 and $13,953,000, respectively.

Note 11--Rights Plan

Each outstanding share of the Company's Common Stock carries a stock purchase
right issued under the Company's Rights Agreement, dated June 18, 1991 and
amended May 17, 1995 (the "Rights Agreement"). Under certain
circumstances, each right may be exercised to purchase one one-thousandth of
a share of Series One Junior Participating Preferred Stock, Class A, for
$300. Under certain circumstances, following (i) the acquisition of 20%
or more of the Company's outstanding Common Stock by an Acquiring Person (as
defined in the Rights Agreement), (ii) the commencement of a tender offer or
exchange offer which would result in a person or group owning 20% or more of
the Company's outstanding common stock or (iii) the determination by the
Company's Board of Directors and a majority of the Disinterested Directors
(as defined in the Rights Agreement) that a 15% stockholder is an Adverse
Person (as defined in the Rights Agreement), each right (other than rights
held by an Acquiring Person or Adverse Person) may be exercised to purchase
common stock of the Company or a successor company with a market value of
twice the $300 exercise price. The rights, which are redeemable by the
Company at one cent per right, expire in June 2001.

SCHEDULE II

COMPUTER ASSOCIATES INTERNATIONAL, INC.
AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS

Additions
Balance at charged to Charged Balance
beginning costs and to other at end
Description of period expenses accounts (a) Deductions(b) of period
- - ------------ --------- --------- ----------- ------------- ----------

(Dollars in thousands)
Reserves and allowances
deducted from assets to
which they apply:

Allowance for uncollectible amounts
<S> <C> <C> <C> <C> <C>
Year ended March 31, 1996 $182,581 $70,912 $4,832 $76,334 $181,991

Year ended March 31, 1995 $146,381 $88,549 $7,336 $59,685 $182,581

Year ended March 31, 1994 $149,525 $90,068 $93,212 $146,381

<FN>
(a) Reserves of acquired companies.

<FN>
(b) Write-offs of amounts against allowance provided.

</TABLE>

INDEX TO EXHIBITS

Regulation S-K Exhibit to
Exhibit Number this Report
- - -------------- ------------
<S> <C> <C>
21 Subsidiaries of the Registrant Exhibit A

23 Consent of Ernst & Young LLP Exhibit B

10(f) Amendment No. 3 to the 1991 Exhibit C
Stock 1991 Incentive Plan dated
August 9, 1995.

10(m) Note Purchase Agreement dated Exhibit D
of April 1, 1996.

</TABLE>

<TABLE>

Exhibit A
Subsidiaries of the Registrant

Name of Subsidiary Jurisdiction of Incorporation
<S> <C>
C.A. Computer Associates GmbH Germany
C.A. Computer Associates Israel Ltd. Israel
C.A. Computer Associates S.A. Spain
CA Islandia Realty, Inc. New York
CA Management, Inc. Delaware
CA Services, Inc. Delaware
Computer Associates AG Switzerland
Computer Associates Canada Ltd. Canada
Computer Associates CIS Ltd. Russia
Computer Associates de Argentina S.A. Argentina
Computer Associates do Brasil Ltda. Brazil
Computer Associates de Chile Ltd. Chile
Computer Associates de Columbia S.A. Colombia
Computer Associates de Mexico, S.A. de C.V. Mexico
Computer Associates de Venezuela, C.A. Venezuela
Computer Associates Finland OY Finland
Computer Associates International (China) Ltd. China
Computer Associates International G.m.b.H. Austria
Computer Associates International Limited Hong Kong
Computer Associates Korea Ltd. Korea
Computer Associates Ltd. Sti. Turkey
Computer Associates (M) Sdn. Bhd. Malaysia
Computer Associates Middle East WLL Bahrain
Computer Associates Norway A/S Norway
Computer Associates (N.Z.) Ltd. New Zealand
Computer Associates Plc United Kingdom
Computer Associates Products Nederland B.V. The Netherlands
Computer Associates Pte. Ltd. Singapore
Computer Associates Pty. Ltd. Australia
Computer Associates S.A. Belgium
Computer Associates S.A. France
Computer Associates Scandinavia A/S Denmark
Computer Associates S.p.A. Italy
Computer Associates Sucursal en Portugal Portugal
Computer Associates Sweden AB Sweden
Computer Associates Taiwan Ltd. Taiwan
Computer Associates (Thailand) Co. Ltd. Thailand
Cullinet Software, Inc. Massachusetts
Infresco Corporation Delaware
Ingres Corporation Delaware
Legent Corporation Delaware
Nantucket Corporation California
On-Line Software International, Inc. Delaware
Pansophic Systems, Incorporated Illinois
Philippine Computer Associates International, Inc. Philippines
Shanmore Ltd. Ireland
The ASKGroup, Inc. Delaware

<FN>
All of the subsidiaries are 100%-owned by the Registrant or by a wholly owned
subsidiary of the Registrant other than directors' qualifying shares which
are held in trust for the Registrant or for such wholly owned subsidiary.

</TABLE>

Exhibit B
CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration
Statements (Form S-8 No. 33-53915 pertaining to the Computer Associates
International, Inc. 1993 Non-Employee Director Stock Option Plan; Form S-8
Nos. 33-64377 and 33-53572 pertaining to the Computer Associates
International, Inc. 1991 Stock Incentive Plan; Form S-4 No. 33-30347, and
Form S-8 Nos. 33-34607, 33-18322, 2-92355, 2-87495 and 2-79751 pertaining to
the 1981 Incentive Stock Option Plan, Non-Statutory Stock Option Plan and
Affiliated Plans; and Form S-8 No. 33-20797 pertaining to the Computer
Associates Savings Harvest Plan) of Computer Associates International,
Inc. and related prospectuses of our report dated May 24, 1996 with respect
to the consolidated financial statements and the schedule of Computer
Associates International, Inc. and subsidiaries included in the Annual Report
(Form 10-K) for the year ended March 31, 1996.

ERNST & YOUNG LLP

New York, New York
May 24, 1996

Exhibit C

AMENDMENT NO. 3
TO THE
COMPUTER ASSOCIATES INTERNATIONAL, INC.
1991 STOCK INCENTIVE PLAN

The Computer Associates International, Inc. 1991 Stock
Incentive Plan is hereby amended by deleting from Section 6.1(a)
the words and numbers "Ten Million(10,000,000)" and substituting in
lieu thereof the words and numbers "Twenty Million (20,000,000)".

IN WITNESS WHEREOF, Computer Associates International, Inc.
has caused this Amendment to be executed by its officer hereunto
duly authorized as of the 9th day of August, 1995.

COMPUTER ASSOCIATES INTERNATIONAL, INC.

By:/s/Peter A. Schwartz
----------------------
Peter A. Schwartz
Senior Vice President and
Chief Financial Officer

Exhibit D

COMPUTER ASSOCIATES INTERNATIONAL, INC.

$320,000,000

6.77% Senior Notes due April 4, 2003

NOTE PURCHASE AGREEMENT

Dated as of April 1, 1996

TABLE OF CONTENTS
<CAPTION>

Section Page
<S> <C> <C>
1. AUTHORIZATION OF NOTES. . . . . . . . . . . . . . . . . . . . . 1

2. SALE AND PURCHASE OF NOTES. . . . . . . . . . . . . . . . . . . 1

3. CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

4. CONDITIONS TO CLOSING . . . . . . . . . . . . . . . . . . . . . 2
4.1. Representations and Warranties. . . . . . . . . . . . . . 2
4.2. Performance; No Default . . . . . . . . . . . . . . . . . 2
4.3. Compliance Certificates . . . . . . . . . . . . . . . . . 2
4.4. Opinions of Counsel . . . . . . . . . . . . . . . . . . . 3
4.5. Purchase Permitted By Applicable Law, etc.. . . . . . . . 3
4.6. Sale of Other Notes . . . . . . . . . . . . . . . . . . . 3
4.7. Payment of Special Counsel Fees . . . . . . . . . . . . . 3
4.8. Private Placement Number. . . . . . . . . . . . . . . . . 3
4.9. Changes in Corporate Structure. . . . . . . . . . . . . . 3
4.10. Proceedings and Documents . . . . . . . . . . . . . 4

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY . . . . . . . . . 4
5.1. Organization; Power and Authority . . . . . . . . . . . . 4
5.2. Authorization, etc. . . . . . . . . . . . . . . . . . . . 4
5.3. Disclosure. . . . . . . . . . . . . . . . . . . . . . . . 4
5.4. Organization and Ownership of Shares of
Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . 5
5.5. Financial Statements. . . . . . . . . . . . . . . . . . . 5
5.6. Compliance with Laws, Other Instruments,
etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.7. Governmental Authorizations, etc. . . . . . . . . . . . . 6
5.8. Litigation; Observance of Statutes and
Orders. . . . . . . . . . . . . . . . . . . . . . . . . . 6
5.9. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5.10. Title to Property; Leases . . . . . . . . . . . . . 6
5.11. Licenses, Permits, etc. . . . . . . . . . . . . . . 7
5.12. Compliance with ERISA . . . . . . . . . . . . . . . 7
5.13. Private Offering by the Company . . . . . . . . . . 8
5.14. Use of Proceeds; Margin Regulations . . . . . . . . 8
5.15. Existing Indebtedness . . . . . . . . . . . . . . . 8
5.16. Foreign Assets Control Regulations,
etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.17. Status under Certain Statutes . . . . . . . . . . . 9

6. REPRESENTATIONS OF THE PURCHASER. . . . . . . . . . . . . . . . 9
6.1. Purchase for Investment . . . . . . . . . . . . . . . . . 9
6.2. Source of Funds . . . . . . . . . . . . . . . . . . . . . 9

<PAGE>

7. INFORMATION AS TO COMPANY . . . . . . . . . . . . . . . . . . . 10
7.1. Financial and Business Information. . . . . . . . . . . . 10
7.2. Officer's Certificate . . . . . . . . . . . . . . . . . . 12
7.3. Inspection. . . . . . . . . . . . . . . . . . . . . . . . 13

8. PREPAYMENT OF THE NOTES . . . . . . . . . . . . . . . . . . . . 13
8.1. Required Prepayments. . . . . . . . . . . . . . . . . . . 13
8.2. Optional Prepayments with Make-Whole Amount . . . . . . . 14
8.3. Prepayment in Connection with Excess Amounts. . . . . . . 14
8.4. Allocation of Partial Prepayments . . . . . . . . . . . . 15
8.5. Maturity; Surrender, etc. . . . . . . . . . . . . . . . . 15
8.6. Purchase of Notes . . . . . . . . . . . . . . . . . . . . 15
8.7. Make-Whole Amount . . . . . . . . . . . . . . . . . . . . 15

9. AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . 17
9.1. Compliance with Law . . . . . . . . . . . . . . . . . . . 17
9.2. Insurance . . . . . . . . . . . . . . . . . . . . . . . . 17
9.3. Maintenance of Properties . . . . . . . . . . . . . . . . 17
9.4. Payment of Taxes. . . . . . . . . . . . . . . . . . . . . 18
9.5. Corporate Existence, etc. . . . . . . . . . . . . . . . . 18

10. NEGATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . . 18
10.1. Transactions with Affiliates. . . . . . . . . . . . 18
10.2. Merger, Consolidation, etc. . . . . . . . . . . . . 18
10.3. Liens.. . . . . . . . . . . . . . . . . . . . . . . 19
10.4. Subsidiary Indebtedness . . . . . . . . . . . . . . 21
10.5. Disposition of Assets . . . . . . . . . . . . . . . 21
10.6. Maintenance of Financial Conditions . . . . . . . . 23

11. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . 23

12. REMEDIES ON DEFAULT, ETC. . . . . . . . . . . . . . . . . . . . 25
12.1. Acceleration. . . . . . . . . . . . . . . . . . . . 25
12.2. Other Remedies. . . . . . . . . . . . . . . . . . . 25
12.3. Rescission. . . . . . . . . . . . . . . . . . . . . 26
12.4. No Waivers or Election of Remedies,
Expenses, etc.. . . . . . . . . . . . . . . . . . . . . . 26

13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES . . . . . . . . . 26
13.1. Registration of Notes . . . . . . . . . . . . . . . 26
13.2. Transfer and Exchange of Notes. . . . . . . . . . . 26
13.3. Replacement of Notes. . . . . . . . . . . . . . . . 27

14. PAYMENTS ON NOTES . . . . . . . . . . . . . . . . . . . . . . . 27
14.1. Place of Payment. . . . . . . . . . . . . . . . . . 27
14.2. Home Office Payment . . . . . . . . . . . . . . . . 28

15. EXPENSES, ETC.. . . . . . . . . . . . . . . . . . . . . . . . . 28
15.1. Transaction Expenses. . . . . . . . . . . . . . . . 28

<PAGE>

15.2. Survival. . . . . . . . . . . . . . . . . . . . . . 28

16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE
AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

17. AMENDMENT AND WAIVER. . . . . . . . . . . . . . . . . . . . . . 29
17.1. Requirements. . . . . . . . . . . . . . . . . . . . 29
17.2. Solicitation of Holders of Notes. . . . . . . . . . 29
17.3. Binding Effect, etc.. . . . . . . . . . . . . . . . 30
17.4. Notes held by Company, etc. . . . . . . . . . . . . 30

18. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

19. REPRODUCTION OF DOCUMENTS . . . . . . . . . . . . . . . . . . . 31

20. CONFIDENTIAL INFORMATION. . . . . . . . . . . . . . . . . . . . 31

21. SUBSTITUTION OF PURCHASER . . . . . . . . . . . . . . . . . . . 32

22. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . 32
22.1. Successors and Assigns. . . . . . . . . . . . . . . 32
22.2. Payments Due on Non-Business Days . . . . . . . . . 32
22.3. Severability. . . . . . . . . . . . . . . . . . . . 32
22.4. Construction. . . . . . . . . . . . . . . . . . . . 33
22.5. Counterparts. . . . . . . . . . . . . . . . . . . . 33
22.6. Governing Law . . . . . . . . . . . . . . . . . . . 33
</TABLE>

<PAGE>
<TABLE>
<S> <C>
SCHEDULE A -- INFORMATION RELATING TO PURCHASERS

SCHEDULE B -- DEFINED TERMS

SCHEDULE 5.3 -- Disclosure Materials

SCHEDULE 5.4 -- Subsidiaries of the Company and
Ownership of Subsidiary Stock

SCHEDULE 5.5 -- Financial Statements

SCHEDULE 5.14 -- Use of Proceeds

SCHEDULE 5.15 -- Existing Indebtedness

EXHIBIT 1 -- Form of 6.77% Senior Note due April 4,
2003

EXHIBIT 4.4(a) -- Form of Opinion of General Counsel of the
Company

EXHIBIT 4.4(b) -- Form of Opinion of Special Counsel
to the Purchasers

</TABLE>
<PAGE>

COMPUTER ASSOCIATES INTERNATIONAL, INC.
One Computer Associates Plaza
Islandia, New York 11788-7000

6.77% Senior Notes due April 4, 2003

As of April 1, 1996

TO EACH OF THE PURCHASERS LISTED IN
THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

COMPUTER ASSOCIATES INTERNATIONAL, INC., a Delaware
corporation (the "Company"), agrees with you as follows:

1. AUTHORIZATION OF NOTES.

The Company will authorize the issue and sale of
$320,000,000 aggregate principal amount of its 6.77% Senior Notes
due April 4, 2003 (the "Notes", such term to include any such notes
issued in substitution therefor pursuant to Section 13 of this
Agreement or the Other Agreements (as hereinafter defined)). The
Notes shall be substantially in the form set out in Exhibit 1, with
such changes therefrom, if any, as may be approved by you and the
Company. Certain capitalized terms used in this Agreement are
defined in Schedule B; references to a "Schedule" or an "Exhibit"
are, unless otherwise specified, to a Schedule or an Exhibit
attached to this Agreement.

2. SALE AND PURCHASE OF NOTES.

Subject to the terms and conditions of this Agreement,
the Company will issue and sell to you and you will purchase from
the Company, at the Closing provided for in Section 3, Notes in the
principal amount specified opposite your name in Schedule A at the
purchase price of 100% of the principal amount thereof.
Contemporaneously with entering into this Agreement, the Company is
entering into separate Note Purchase Agreements (the "Other
Agreements") identical with this Agreement with each of the other
purchasers named in Schedule A (the "Other Purchasers"), providing
for the sale at such Closing to each of the Other Purchasers of
Notes in the principal amount specified opposite its name in
Schedule A. Your obligation hereunder and the obligations of the
Other Purchasers under the Other Agreements are several and not
joint obligations and you shall have no obligation under any Other
Agreement and no liability to any Person for the performance or
non-performance by any Other Purchaser thereunder.

<PAGE> 2

3. CLOSING.

The sale and purchase of the Notes to be purchased by you
and the Other Purchasers shall occur at the offices of Milbank,
Tweed, Hadley & McCloy, One Chase Manhattan Plaza, New York, New
York 10005, at 10:00 A.M., New York City time, at a closing (the
"Closing") on April 4, 1996 or on such other Business Day
thereafter on or prior to April 31, 1996 as may be agreed upon by
the Company and you and the Other Purchasers. At the Closing the
Company will deliver to you the Notes to be purchased by you in the
form of a single Note (or such greater number of Notes in
denominations of at least $500,000 as you may request) dated the
date of the Closing and registered in your name (or in the name of
your nominee), against delivery by you to the Company or its order
of immediately available funds in the amount of the purchase price
therefor by wire transfer of immediately available funds for the
account of the Company to account number 178-1540 at Mellon Bank,
N.A., One Mellon Bank Center, Pittsburgh, Pennsylvania 15258, ABA
No. 043000261. If at the Closing the Company shall fail to tender
such Notes to you as provided above in this Section 3, or any of
the conditions specified in Section 4 shall not have been fulfilled
to your satisfaction, you shall, at your election, be relieved of
all further obligations under this Agreement, without thereby
waiving any rights you may have by reason of such failure or such
nonfulfillment.

4. CONDITIONS TO CLOSING.

Your obligation to purchase and pay for the Notes to be
sold to you at the Closing is subject to the fulfillment to your
satisfaction, prior to or at the Closing, of the following
conditions:

4.1. Representations and Warranties.

The representations and warranties of the Company in this
Agreement shall be correct when made and at the time of the
Closing.

4.2. Performance; No Default.

The Company shall have performed and complied with all
agreements and conditions contained in this Agreement required to
be performed or complied with by it prior to or at the Closing and
after giving effect to the issue and sale of the Notes (and the
application of the proceeds thereof as contemplated by Schedule
5.14) no Default or Event of Default shall have occurred and be
continuing.

4.3. Compliance Certificates.

(a) Officer's Certificate. The Company shall have
delivered to you an Officer's Certificate, dated the date of the
Closing, certifying that the conditions specified in Sections 4.1,
4.2 and 4.9 have been fulfilled.

(b) Secretary's Certificate. The Company shall have
delivered to you a certificate certifying as to the resolutions
attached thereto and other corporate proceedings relating to the
authorization, execution and delivery of the Notes and this
Agreement.

<PAGE> 3

4.4. Opinions of Counsel.

You shall have received opinions in form and substance
satisfactory to you, dated the date of the Closing (a) from Steven
M. Woghin, General Counsel of the Company, covering the matters set
forth in Exhibit 4.4(a) and covering such other matters incident to
the transactions contemplated hereby as you or your counsel may
reasonably request (and the Company hereby instructs its counsel to
deliver such opinion to you) and (b) from Milbank, Tweed, Hadley &
McCloy, your special counsel in connection with such transactions,
substantially in the form set forth in Exhibit 4.4(b) and covering
such other matters incident to such transactions as you may
reasonably request.

4.5. Purchase Permitted By Applicable Law, etc.

On the date of the Closing your purchase of Notes shall
(i) be permitted by the laws and regulations of each jurisdiction
to which you are subject, without recourse to provisions (such as
Section 1405(a)(8) of the New York Insurance Law) permitting
limited investments by insurance companies without restriction as
to the character of the particular investment, (ii) not violate any
applicable law or regulation (including, without limitation,
Regulation G, T or X of the Board of Governors of the Federal
Reserve System) and (iii) not subject you to any tax, penalty or
liability under or pursuant to any applicable law or regulation,
which law or regulation was not in effect on the date hereof. If
requested by you, you shall have received an Officer's Certificate
certifying as to such matters of fact as you may reasonably specify
to enable you to determine whether such purchase is so permitted.

4.6. Sale of Other Notes.

Contemporaneously with the Closing the Company shall sell
to the Other Purchasers and the Other Purchasers shall purchase the
Notes to be purchased by them at the Closing as specified in
Schedule A.

4.7. Payment of Special Counsel Fees.

Without limiting the provisions of Section 15.1, the
Company shall have paid on or before the Closing the fees, charges
and disbursements of your special counsel referred to in Section
4.4 to the extent reflected in a statement of such counsel rendered
to the Company at least one Business Day prior to the Closing.

4.8. Private Placement Number.

A Private Placement number issued by Standard & Poor's
CUSIP Service Bureau (in cooperation with the Securities Valuation
Office of the National Association of Insurance Commissioners)
shall have been obtained for the Notes.

4.9. Changes in Corporate Structure.

The Company shall not have changed its jurisdiction of
incorporation or been a party to any merger or consolidation and

<PAGE> 4

shall not have succeeded to all or any substantial part of the
liabilities of any other entity, at any time following the date of
the most recent financial statements referred to in Schedule 5.5.

4.10. Proceedings and Documents.

All corporate and other proceedings in connection with
the transactions contemplated by this Agreement and all documents
and instruments incident to such transactions shall be satisfactory
to you and your special counsel, and you and your special counsel
shall have received all such counterpart originals or certified or
other copies of such documents as you or they may reasonably
request.

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to you that:

5.1. Organization; Power and Authority.

The Company is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation, and is duly qualified as a foreign corporation and
is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as
to which the failure to be so qualified or in good standing would
not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. The Company has the corporate
power and authority to own or hold under lease the properties it
purports to own or hold under lease, to transact the business it
transacts and proposes to transact, to execute and deliver this
Agreement and the Other Agreements and the Notes and to perform the
provisions hereof and thereof.

5.2. Authorization, etc.

This Agreement and the Other Agreements and the Notes
have been duly authorized by all necessary corporate action on the
part of the Company, and this Agreement constitutes, and upon
execution and delivery thereof each Note will constitute, a legal,
valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except as such enforceability
may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and (ii) general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

5.3. Disclosure.

The Company, through its agents, CS First Boston
Corporation and J.P. Morgan Securities Inc., has delivered to you
and each Other Purchaser a copy of a Direct Placement Memorandum,
dated March 1996 (the "Memorandum"), relating to the transactions
contemplated hereby. Except as disclosed in Schedule 5.3, this
Agreement, the Memorandum, the documents, certificates or other
writings identified in Schedule 5.3 and the financial statements
listed in Schedule 5.5, taken as a whole, do not contain any untrue
statement of a material fact or omit to state any material fact
necessary to make the statements therein not misleading in light of
the circumstances under which they were made. Except as disclosed

<PAGE> 5

in the Memorandum or as expressly described in Schedule 5.3, or in
one of the documents, certificates or other writings identified
therein, or in the financial statements listed in Schedule 5.5,
since December 31, 1995, there has been no change in the financial
condition, operations, business or properties of the Company or any
of its Subsidiaries except changes that, individually or in the
aggregate, would not reasonably be expected to have a Material
Adverse Effect.

5.4. Organization and Ownership of Shares of Subsidiaries.

(a) Schedule 5.4 is (except as noted therein) a complete
and correct list of the Company's Subsidiaries, showing, as to each
Subsidiary, the correct name thereof, the jurisdiction of its
organization, and the percentage of shares of each class of its
capital stock or similar equity interests outstanding owned by the
Company and each other Subsidiary. Schedule 5.4 also indicates
which Subsidiaries constitute Material Subsidiaries.

(b) All of the outstanding shares of capital stock or
similar equity interests of each Subsidiary shown in Schedule 5.4
as being owned by the Company and its Subsidiaries have been
validly issued, are fully paid and nonassessable and are owned by
the Company or another Subsidiary free and clear of any Lien
(except as otherwise disclosed in Schedule 5.4).

(c) Each Subsidiary identified in Schedule 5.4 is a
corporation or other legal entity duly organized, validly existing
and in good standing under the laws of its jurisdiction of
organization, and is duly qualified as a foreign corporation or
other legal entity and is in good standing in each jurisdiction in
which such qualification is required by law, other than those
jurisdictions as to which the failure to be so qualified or in good
standing would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. Each such Subsidiary
has the corporate or other power and authority to own or hold under
lease the properties it purports to own or hold under lease and to
transact the business it transacts and proposes to transact.

5.5. Financial Statements.

The Company has delivered to each Purchaser copies of the
financial statements of the Company and its Subsidiaries listed on
Schedule 5.5. All of said financial statements (including in each
case the related schedules and notes) fairly present in all
material respects the consolidated financial position of the
Company and its Subsidiaries as of the respective dates specified
in such Schedule and the consolidated results of their operations
and cash flows for the respective periods so specified and have
been prepared in accordance with GAAP consistently applied
throughout the periods involved except as set forth in the notes
thereto (subject, in the case of any interim financial statements,
to normal year-end adjustments).

5.6. Compliance with Laws, Other Instruments, etc.

The execution, delivery and performance by the Company of
this Agreement and the Notes will not (i) contravene, result in any
breach of, or constitute a default under, or result in the creation
of any Lien in respect of any property of the Company or any

<PAGE> 6

Subsidiary under, any indenture, mortgage, deed of trust, loan,
purchase or credit agreement, lease, corporate charter or by-laws,
or any other Material agreement or instrument to which the Company
or any Subsidiary is bound or by which the Company or any
Subsidiary or any of their respective properties may be bound or
affected, (ii) conflict with or result in a breach of any of the
terms, conditions or provisions of any order, judgment, decree, or
ruling of any court, arbitrator or Governmental Authority
applicable to the Company or any Subsidiary or (iii) violate any
provision of any statute or other rule or regulation of any
Governmental Authority applicable to the Company or any Subsidiary.

5.7. Governmental Authorizations, etc.

No consent, approval or authorization of, or
registration, filing or declaration with, any Governmental
Authority is required in connection with the execution, delivery or
performance by the Company of this Agreement or the Notes.

5.8. Litigation; Observance of Statutes and Orders.

(a) There are no actions, suits or proceedings pending
or, to the knowledge of the Company, threatened against or
affecting the Company or any Subsidiary or any property of the
Company or any Subsidiary in any court or before any arbitrator of
any kind or before or by any Governmental Authority that,
individually or in the aggregate, would reasonably be expected to
have a Material Adverse Effect.

(b) Neither the Company nor any Subsidiary is in default
under any order, judgment, decree or ruling of any court,
arbitrator or Governmental Authority or is in violation of any
applicable law, ordinance, rule or regulation (including without
limitation Environmental Laws) of any Governmental Authority, which
default or violation, individually or in the aggregate, would
reasonably be expected to have a Material Adverse Effect.

5.9. Taxes.

The Company and its Subsidiaries have filed all income
tax returns that are required to have been filed in any
jurisdiction, and have paid all taxes shown to be due and payable
on such returns and all other taxes and assessments payable by
them, to the extent such taxes and assessments have become due and
payable and before they have become delinquent, except for any
taxes and assessments (i) the amount of which is not individually
or in the aggregate Material or (ii) the amount, applicability or
validity of which is currently being contested in good faith by
appropriate proceedings and with respect to which the Company or a
Subsidiary, as the case may be, has established adequate reserves
in accordance with GAAP. The Federal income tax liabilities of the
Company and its Subsidiaries have been determined by the Internal
Revenue Service and paid for all fiscal years up to and including
the fiscal year ended March 31, 1991.

5.10. Title to Property; Leases.

The Company and its Subsidiaries have good and sufficient
title to their respective Material properties, including all such
properties reflected in the most recent audited balance sheet
referred to in Section 5.5 or purported to have been acquired by
the Company or any Subsidiary after said date (except as sold or
otherwise disposed of in the ordinary course of business), in each
case free and clear of Liens prohibited by this Agreement, except

<PAGE> 7

for those defects in title and Liens that, individually or in the
aggregate, would not have a Material Adverse Effect. All Material
leases are valid and subsisting and are in full force and effect in
all material respects.

5.11. Licenses, Permits, etc.

The Company and its Subsidiaries own or possess all
licenses, permits, franchises, authorizations, patents, copyrights,
service marks, trademarks and trade names, or rights thereto, that
are Material, without known conflict with the rights of others,
except for those conflicts that, individually or in the aggregate,
would not have a Material Adverse Effect.

5.12. Compliance with ERISA.

(a) The Company and each ERISA Affiliate have operated
and administered each Plan in compliance with all applicable laws
except for such instances of noncompliance as have not resulted in
and could not reasonably be expected to result in a Material
Adverse Effect. Neither the Company nor any ERISA Affiliate has
incurred any liability pursuant to Title I or IV of ERISA or the
penalty or excise tax provisions of the Code relating to employee
benefit plans (as defined in Section 3 of ERISA), and no event,
transaction or condition has occurred or exists that would
reasonably be expected to result in the incurrence of any such
liability by the Company or any ERISA Affiliate, or in the
imposition of any Lien on any of the rights, properties or assets
of the Company or any ERISA Affiliate, in either case pursuant to
Title I or IV of ERISA or to such penalty or excise tax provisions
or to Section 401(a)(29) or 412 of the Code, other than such
liabilities or Liens as would not be individually or in the
aggregate Material.

(b) The present value of the aggregate benefit
liabilities under each of the Plans (other than Multiemployer
Plans), determined as of the end of such Plan's most recently ended
plan year on the basis of the actuarial assumptions specified for
funding purposes in such Plan's most recent actuarial valuation
report, did not exceed the aggregate current value of the assets of
such Plan allocable to such benefit liabilities by more than
$10,000,000 in the case of any single Plan and by more than
$20,000,000 in the aggregate for all Plans. The term "benefit
liabilities" has the meaning specified in Section 4001 of ERISA and
the terms "current value" and "present value" have the meaning
specified in Section 3 of ERISA.

(c) The Company and its ERISA Affiliates have not
incurred withdrawal liabilities (and are not subject to contingent
withdrawal liabilities) under Section 4201 or 4204 of ERISA in
respect of Multiemployer Plans that individually or in the
aggregate are Material.

(d) The expected postretirement benefit obligation
(determined as of the last day of the Company's most recently ended
fiscal year in accordance with Financial Accounting Standards Board
Statement No. 106, without regard to liabilities attributable to
continuation coverage mandated by Section 4980B of the Code) of the
Company and its Subsidiaries is not Material.

(e) The execution and delivery of this Agreement and the
issuance and sale of the Notes hereunder will not involve any
transaction that is subject to the prohibitions of Section 406 of
ERISA or in connection with which a tax could be imposed pursuant

<PAGE> 8

to Section 4975(c)(1)(A)-(D) of the Code. The representation by
the Company in the first sentence of this Section 5.12(e) is made
in reliance upon and subject to the accuracy of your representation
in Section 6.2 as to the sources of the funds to be used to pay the
purchase price of the Notes to be purchased by you.

5.13. Private Offering by the Company.

Neither the Company nor anyone acting on its behalf has
offered the Notes or any similar securities for sale to, or
solicited any offer to buy any of the same from, or otherwise
approached or negotiated in respect thereof with, any person other
than you, the Other Purchasers and not more than 120 other
Institutional Investors, each of which has been offered the Notes
at a private sale for investment. Neither the Company nor anyone
acting on its behalf has taken, or will take, any action that would
subject the issuance or sale of the Notes to the registration
requirements of Section 5 of the Securities Act.

5.14. Use of Proceeds; Margin Regulations.

The Company will apply the proceeds of the sale of the
Notes as set forth in Schedule 5.14. No part of the proceeds from
the sale of the Notes hereunder will be used, directly or
indirectly, for the purpose of buying or carrying any margin stock
within the meaning of Regulation G of the Board of Governors of the
Federal Reserve System (12 CFR 207), or for the purpose of buying
or carrying or trading in any securities under such circumstances
as to involve the Company in a violation of Regulation X of said
Board (12 CFR 224) or to involve any broker or dealer in a
violation of Regulation T of said Board (12 CFR 220). Margin stock
does not constitute more than 10% of the value of the consolidated
assets of the Company and its Subsidiaries and the Company does not
have any present intention that margin stock will constitute more
than 10% of the value of such assets. As used in this Section, the
terms "margin stock" and "purpose of buying or carrying" shall have
the meanings assigned to them in said Regulation G.

5.15. Existing Indebtedness.

Except as described therein, Schedule 5.15 sets forth a
complete and correct list of all outstanding Indebtedness of the
Company and its Subsidiaries in a principal amount in excess of
$5,000,000 and the total amount of all other outstanding
Indebtedness of the Company and its Subsidiaries, in each case as
of February 29, 1996, since which date there has been no Material
change in the amounts, interest rates, sinking funds, instalment
payments or maturities of the Indebtedness of the Company or its
Subsidiaries. Neither the Company nor any Subsidiary is in default
and no waiver of default is currently in effect, in the payment of
any principal or interest on any Indebtedness of the Company or
such Subsidiary and no event or condition exists with respect to
any Indebtedness of the Company or any Subsidiary the outstanding
principal amount of which exceeds $5,000,000 that would permit (or
that with notice or the lapse of time, or both, would permit) one
or more Persons to cause such Indebtedness to become due and
payable before its stated maturity or before its regularly
scheduled dates of payment.

<PAGE> 9

5.16. Foreign Assets Control Regulations, etc.

Neither the sale of the Notes by the Company hereunder
nor its use of the proceeds thereof will violate the Trading with
the Enemy Act, as amended, or any of the foreign assets control
regulations of the United States Treasury Department (31 CFR,
Subtitle B, Chapter V, as amended) or any enabling legislation or
executive order relating thereto.

5.17. Status under Certain Statutes.

Neither the Company nor any Subsidiary is subject to
regulation under the Investment Company Act of 1940, as amended,
the Public Utility Holding Company Act of 1935, as amended, the
Interstate Commerce Act, as amended, or the Federal Power Act, as
amended.

6. REPRESENTATIONS OF THE PURCHASER.

6.1. Purchase for Investment.

You represent that you are purchasing the Notes for your
own account or for one or more separate accounts maintained by you
or for the account of one or more pension or trust funds and not
with a view to the distribution thereof, provided that the
disposition of your or their property shall at all times be within
your or their control. You understand that the Notes have not been
registered under the Securities Act and may be resold only if
registered pursuant to the provisions of the Securities Act or if
an exemption from registration is available, except under
circumstances where neither such registration nor such an exemption
is required by law, and that the Company is not required to
register the Notes.

6.2. Source of Funds.

You represent that at least one of the following
statements is an accurate representation as to each source of funds
(a "Source") to be used by you to pay the purchase price of the
Notes to be purchased by you hereunder:

(a) the Source is an insurance company general account
as such term is used in Prohibited Transaction Exemption
("PTE") 95-60 issued by the Department of Labor and your
purchase of the Notes hereunder is entitled to the exemption
granted by PTE 95-60; or

(b) the Source is a separate account that is maintained
solely in connection with your fixed contractual obligations
under which the amounts payable, or credited, to such plan and
to any participant or beneficiary of such plan (including any
annuitant) are not affected in any manner by the investment
performance of the separate account; or

(c) the Source is either (i) an insurance company pooled
separate account, within the meaning of PTE 90-1 (issued
January 29, 1990), or (ii) a bank collective investment fund,
within the meaning of the PTE 91-38 (issued July 12, 1991)
and, except as you have disclosed to the Company in writing
pursuant to this paragraph (c), no employee benefit plan or
group of plans maintained by the same employer or employee

<PAGE> 10

organization beneficially owns more than 10% of all assets
allocated to such pooled separate account or collective
investment fund; or

(d) the Source constitutes assets of an "investment
fund" (within the meaning of Part V of the QPAM Exemption)
managed by a "qualified professional asset manager" or "QPAM"
(within the meaning of Part V of the QPAM Exemption), no
employee benefit plan's assets that are included in such
investment fund, when combined with the assets of all other
employee benefit plans established or maintained by the same
employer or by an affiliate (within the meaning of Section
V(c)(1) of the QPAM Exemption) of such employer or by the same
employee organization and managed by such QPAM, exceed 20% of
the total client assets managed by such QPAM, the conditions
of Part I(c) and (g) of the QPAM Exemption are satisfied,
neither the QPAM nor a person controlling or controlled by the
QPAM (applying the definition of "control" in Section V(e) of
the QPAM Exemption) owns a 5% or more interest in the Company
and (i) the identity of such QPAM and (ii) the names of all
employee benefit plans whose assets are included in such
investment fund have been disclosed to the Company in writing
pursuant to this paragraph (d); or

(e) the Source is a governmental plan; or

(f) the Source is one or more employee benefit plans, or
a separate account or trust fund comprised of one or more
employee benefit plans, each of which has been identified to
the Company in writing pursuant to this paragraph (f); or

(g) the Source does not include assets of any employee
benefit plan, other than a plan exempt from the coverage of
ERISA.

As used in this Section 6.2, the terms "employee benefit plan",
"governmental plan", "party in interest" and "separate account"
shall have the respective meanings assigned to such terms in
Section 3 of ERISA.

7. INFORMATION AS TO COMPANY.

7.1. Financial and Business Information.

The Company shall deliver to each holder of Notes that is
an Institutional Investor:

(a) Quarterly Statements -- within 60 days after the end
of each quarterly fiscal period in each fiscal year of the
Company (other than the last quarterly fiscal period of each
such fiscal year), duplicate copies of,

(i) a consolidated balance sheet of the Company and
its Subsidiaries as at the end of such quarter, and

(ii) consolidated statements of income,
stockholders' equity and cash flows of the Company and
its Subsidiaries, for such quarter and (in the case of

<PAGE> 11

the second and third quarters) for the portion of the
fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for
the corresponding periods in the previous fiscal year, all in
reasonable detail, prepared in accordance with GAAP applicable
to quarterly financial statements generally, and certified by
a Senior Financial Officer as fairly presenting, in all
material respects, the financial position of the companies
being reported on and their results of operations and cash
flows, subject to changes resulting from year-end adjustments,
provided that delivery within the time period specified above
of copies of the Company's Quarterly Report on Form 10-Q
prepared in compliance with the requirements therefor and
filed with the Securities and Exchange Commission, and
containing the financial statements referred to in clauses (i)
and (ii) above, shall be deemed to satisfy the requirements of
this Section 7.1(a);

(b) Annual Statements -- within 105 days after the end
of each fiscal year of the Company, duplicate copies of,

(i) a consolidated balance sheet of the Company and
its Subsidiaries, as at the end of such year, and

(ii) consolidated statements of income,
stockholders' equity and cash flows of the Company and
its Subsidiaries, for such year,

setting forth in each case in comparative form the figures for
the previous fiscal year, all in reasonable detail, prepared
in accordance with GAAP, and accompanied by an opinion thereon
of independent certified public accountants of recognized
national standing, which opinion shall state that such
financial statements present fairly, in all material respects,
the financial position of the companies being reported upon
and their results of operations and cash flows and have been
prepared in conformity with GAAP, and that the examination of
such accountants in connection with such financial statements
has been made in accordance with generally accepted auditing
standards, and that such audit provides a reasonable basis for
such opinion in the circumstances, provided that the delivery
within the time period specified above of the Company's Annual
Report on Form 10-K for such fiscal year (together with the
Company's annual report to shareholders, if any, prepared
pursuant to Rule 14a-3 under the Exchange Act) prepared in
accordance with the requirements therefor and filed with the
Securities and Exchange Commission, and containing the
financial statements referred to in clauses (i) and (ii)
above, shall be deemed to satisfy the requirements of this
Section 7.1(b);

(c) SEC and Other Reports -- promptly upon their
becoming available, one copy of (i) each financial statement,
report, notice or proxy statement sent by the Company or any
Subsidiary to public securities holders generally, and
(ii) each regular or periodic report, each registration
statement that shall have become effective (without exhibits
except as expressly requested by such holder), and each final
prospectus and all amendments thereto filed by the Company or
any Subsidiary with the Securities and Exchange Commission;

<PAGE> 12

(d) Notice of Default or Event of Default -- promptly,
and in any event within five days after a Responsible Officer
becoming aware of the existence of any Default or Event of
Default, a written notice specifying the nature and period of
existence thereof and what action the Company is taking or
proposes to take with respect thereto;

(e) ERISA Matters -- promptly, and in any event within
five days after a Responsible Officer becoming aware of any of
the following, a written notice setting forth the nature
thereof and the action, if any, that the Company or an ERISA
Affiliate proposes to take with respect thereto:

(i) with respect to any Plan, any reportable event,
as defined in Section 4043(b) of ERISA and the
regulations thereunder, for which notice thereof has not
been waived pursuant to such regulations as in effect on
the date hereof; or

(ii) the taking by the PBGC of steps to institute,
or the threatening by the PBGC of the institution of,
proceedings under section 4042 of ERISA for the
termination of, or the appointment of a trustee to
administer, any Plan, or the receipt by the Company or
any ERISA Affiliate of a notice from a Multiemployer Plan
that such action has been taken by the PBGC with respect
to such Multiemployer Plan; or

(iii) any event, transaction or condition that
could result in the incurrence of any liability by the
Company or any ERISA Affiliate pursuant to Title I or IV
of ERISA or the penalty or excise tax provisions of the
Code relating to employee benefit plans, or in the
imposition of any Lien on any of the rights, properties
or assets of the Company or any ERISA Affiliate pursuant
to Title I or IV of ERISA or such penalty or excise tax
provisions, if such liability or Lien, taken together
with any other such liabilities or Liens then existing,
would reasonably be expected to have a Material Adverse
Effect; and

(f) Requested Information -- with reasonable promptness,
such other data and information relating to the business,
operations, affairs, financial condition, assets or properties
of the Company or any of its Subsidiaries or relating to the
ability of the Company to perform its obligations hereunder
and under the Notes as from time to time may be reasonably
requested by any such holder of Notes.

7.2. Officer's Certificate.

Each set of financial statements delivered to a holder of
Notes pursuant to Section 7.1(a) or Section 7.1(b) shall be
accompanied by a certificate of a Senior Financial Officer setting
forth:

(a) Covenant Compliance -- the information (including
detailed calculations) required in order to establish whether
the Company was in compliance with the requirements of
Sections 10.3(i), 10.4(d), 10.5(e) and 10.6, inclusive, during
the quarterly or annual period covered by the statements then
being furnished (including with respect to each such Section,
where applicable, the calculations of the maximum or minimum

<PAGE> 13

amount, ratio or percentage, as the case may be, permissible
under the terms of such Sections, and the calculation of the
amount, ratio or percentage then in existence); and

(b) Event of Default -- a statement that such officer
has reviewed the relevant terms hereof and has made, or caused
to be made, under his or her supervision, a review of the
transactions and conditions of the Company and its
Subsidiaries from the beginning of the quarterly or annual
period covered by the statements then being furnished to the
date of the certificate and that such review shall not have
disclosed the existence during such period of any condition or
event that constitutes a Default or an Event of Default or, if
any such condition or event existed or exists (including,
without limitation, any such event or condition resulting from
the failure of the Company or any Subsidiary to comply with
any Environmental Law), specifying the nature and period of
existence thereof and what action the Company shall have taken
or proposes to take with respect thereto.

7.3. Inspection.

The Company shall permit the representatives of each
holder of Notes that is an Institutional Investor:

(a) No Default -- if no Default or Event of Default then
exists, at the expense of such holder and upon reasonable
prior notice to the Company, to visit the principal executive
office of the Company, to discuss the affairs, finances and
accounts of the Company and its Subsidiaries with the
Company's officers, and, with the consent of the Company
(which consent will not be unreasonably withheld) to visit the
other offices and properties of the Company and each
Subsidiary, all at such reasonable times and as often as may
be reasonably requested in writing; and

Default -- if a Default or Event of Default then
exists, at the expense of the Company to visit and inspect any
of the offices or properties of the Company or any Subsidiary,
to examine all their respective books of account, records,
reports and other papers, to make copies and extracts
therefrom, and to discuss their respective affairs, finances
and accounts with their respective officers and independent
public accountants (and by this provision the Company
authorizes said accountants to discuss the affairs, finances
and accounts of the Company and its Subsidiaries), all at such
times and as often as may be requested.

8. PREPAYMENT OF THE NOTES.

8.1. Required Prepayments.

On April 4, 1999 and on each April 4 thereafter to and
including April 4, 2003, the Company will prepay $64,000,000
principal amount (or such lesser principal amount as shall then be
outstanding) of the Notes at par and without payment of the Make-
Whole Amount or any premium, provided that upon any partial
prepayment of the Notes pursuant to Section 8.2 or 8.3 or purchase
of the Notes permitted by Section 8.6 the principal amount of each
required prepayment of the Notes becoming due under this
Section 8.1 on and after the date of such prepayment or purchase
shall be reduced in the same proportion as the aggregate unpaid

<PAGE> 14

principal amount of the Notes is reduced as a result of such
prepayment or purchase.

8.2. Optional Prepayments with Make-Whole Amount.

The Company may, at its option, upon notice as provided
below, prepay at any time all, or from time to time any part of,
the Notes, in an amount not less than 5% of the aggregate principal
amount of the Notes then outstanding in the case of a partial
prepayment, at 100% of the principal amount so prepaid, together
with interest accrued thereon to the date fixed for such
prepayment, plus the Make-Whole Amount determined for the
prepayment date with respect to such principal amount. The Company
will give each holder of Notes written notice of each optional
prepayment under this Section 8.2 not less than 30 days and not
more than 60 days prior to the date fixed for such prepayment,
which date shall be a Business Day. Each such notice shall specify
such date, the aggregate principal amount of the Notes to be
prepaid on such date, the principal amount of each Note held by
such holder to be prepaid (determined in accordance with Section
8.4), and the interest to be paid on the prepayment date with
respect to such principal amount being prepaid, and shall be
accompanied by a certificate of a Senior Financial Officer as to
the estimated Make-Whole Amount due in connection with such
prepayment (calculated as if the date of such notice were the date
of the prepayment), setting forth the details of such computation.
Two Business Days prior to such prepayment, the Company shall
deliver to each holder of Notes a certificate of a Senior Financial
Officer specifying the calculation of such Make-Whole Amount as of
the specified prepayment date.

8.3. Prepayment in Connection with Excess Amounts.

If at any time the Company intends to create, incur or
assume a Lien which will result in any Excess Amounts being offered
to be applied to the prepayment of Specified Indebtedness pursuant
to the last paragraph of Section 10.3, the Company will give
written notice thereof to the holders of all outstanding Notes,
which notice shall (A) refer specifically to this Section 8.3, (B)
specify the Excess Amounts Prepayment Date and the Excess Amounts
Response Date (as respectively defined below) in respect thereof,
(C) set forth (i) the aggregate amount of Excess Amounts to be
offered to be applied to the prepayment of Specified Indebtedness,
(ii) the Note Portion thereof and (iii) the amount of such Note
Portion allocable to each Note, determined by allocating such Note
Portion pro rata among all outstanding Notes according to the
respective unpaid principal amounts thereof and (D) offer to prepay
a principal amount of each Note equal to such Note Portion so
allocable to such Note, together with interest accrued thereon to
the date fixed for such prepayment (the "Excess Amounts Prepayment
Date"), which shall be not less than 15 nor more than 30 days after
the date of the giving of such notice. Each holder of a Note shall
notify the Company of such holder's acceptance or rejection of such
offer by giving written notice of such acceptance or rejection to
the Company on a date (the "Excess Amounts Response Date") at least
ten days prior to the Excess Amounts Prepayment Date, and the
Company shall prepay on the Excess Amounts Prepayment Date the
applicable portion of each Note held by each holder by whom such
offer has been accepted in accordance with this Section 8.3 at a
price in respect of each Note held by such holder equal to the
principal amount of such Note so to be prepaid, together with
interest accrued thereon to the Excess Amounts Prepayment Date,
without payment of any Make-Whole Amount or any premium; provided,
however, that the failure by the holder of any Note to respond to
such offer in writing on or before the Excess Amounts Response Date

<PAGE> 15

shall be deemed to be a rejection of such offer in respect of such
Excess Amounts.

8.4. Allocation of Partial Prepayments.

In the case of each partial prepayment of the Notes
pursuant to Section 8.1 or 8.2, the principal amount of the Notes
to be prepaid shall be allocated among all of the Notes at the time
outstanding in proportion, as nearly as practicable, to the
respective unpaid principal amounts thereof not theretofore called
for prepayment.

8.5. Maturity; Surrender, etc.

In the case of each prepayment of Notes pursuant to this
Section 8, the principal amount of each Note to be prepaid shall
mature and become due and payable on the date fixed for such
prepayment, together with interest on such principal amount accrued
to such date and the applicable Make-Whole Amount, if any. From
and after such date, unless the Company shall fail to pay such
principal amount when so due and payable, together with the
interest and Make-Whole Amount, if any, as aforesaid, interest on
such principal amount shall cease to accrue. Any Note paid or
prepaid in full shall be surrendered to the Company and cancelled
and shall not be reissued, and no Note shall be issued in lieu of
any prepaid principal amount of any Note.

8.6. Purchase of Notes.

The Company will not and will not permit any Affiliate to
purchase, redeem, prepay or otherwise acquire, directly or
indirectly, any of the outstanding Notes except (a) upon the
payment or prepayment of the Notes in accordance with the terms of
this Agreement and the Notes or (b) pursuant to an offer to
purchase made by the Company or an Affiliate pro rata to the
holders of all Notes at the time outstanding upon the same terms
and conditions. Any such offer shall provide each holder with
sufficient information to enable it to make an informed decision
with respect to such offer, and shall remain open for at least 20
Business Days. If the holder or holders of more than 50% of the
principal amount of the Notes then outstanding accept such offer,
the Company shall promptly notify the remaining holders of such
fact and the expiration date for the acceptance by holders of Notes
of such offer shall be extended by the number of days necessary to
give each such remaining holder at least 20 Business Days from its
receipt of such notice to accept such offer. The Company will
promptly cancel all Notes acquired by it or any Affiliate pursuant
to any payment, prepayment or purchase of Notes pursuant to any
provision of this Agreement and no Notes may be issued in
substitution or exchange for any such Notes.

8.7. Make-Whole Amount.

The term "Make-Whole Amount" means, with respect to any
Note, an amount equal to the excess, if any, of the Discounted
Value of the Remaining Scheduled Payments with respect to the

<PAGE> 16

Called Principal of such Note over the amount of such Called
Principal, provided that the Make-Whole Amount may in no event be
less than zero. For the purposes of determining the Make-Whole
Amount, the following terms have the following meanings:

"Called Principal" means, with respect to any Note, the
principal of such Note that is to be prepaid pursuant to
Section 8.2 or has become or is declared to be immediately due
and payable pursuant to Section 12.1, as the context requires.

"Discounted Value" means, with respect to the Called
Principal of any Note, the amount obtained by discounting all
Remaining Scheduled Payments with respect to such Called
Principal from their respective scheduled due dates to the
Settlement Date with respect to such Called Principal, in
accordance with accepted financial practice and at a discount
factor (applied on the same periodic basis as that on which
interest on the Notes is payable) equal to the Reinvestment
Yield with respect to such Called Principal.

"Reinvestment Yield" means, with respect to the Called
Principal of any Note, .50% over the yield to maturity implied
by (i) the yields reported, as of 10:00 A.M. (New York City
time) on the second Business Day preceding the Settlement Date
with respect to such Called Principal, on the display
designated as "Page 500" on the Telerate Access Service (or
such other display as may replace Page 500 on Telerate Access
Service) for actively traded U.S. Treasury securities having
a maturity equal to the Remaining Average Life of such Called
Principal as of such Settlement Date, or (ii) if such yields
are not reported as of such time or the yields reported as of
such time are not ascertainable, the Treasury Constant
Maturity Series Yields reported, for the latest day for which
such yields have been so reported as of the second Business
Day preceding the Settlement Date with respect to such Called
Principal, in Federal Reserve Statistical Release H.15 (519)
(or any comparable successor publication) for actively traded
U.S. Treasury securities having a constant maturity equal to
the Remaining Average Life of such Called Principal as of such
Settlement Date. Such implied yield in the case of clauses
(i) and (ii) above will be determined, if necessary, by
(a) converting U.S. Treasury bill quotations to bond-
equivalent yields in accordance with accepted financial
practice and (b) interpolating linearly between (1) the
actively traded U.S. Treasury security with the maturity
closest to and greater than the Remaining Average Life and (2)
the actively traded U.S. Treasury security with the maturity
closest to and less than the Remaining Average Life.

"Remaining Average Life" means, with respect to any
Called Principal, the number of years (calculated to the
nearest one-twelfth year) obtained by dividing (i) such Called
Principal into (ii) the sum of the products obtained by
multiplying (a) the principal component of each Remaining
Scheduled Payment with respect to such Called Principal by (b)
the number of years (calculated to the nearest one-twelfth
year) that will elapse between the Settlement Date with
respect to such Called Principal and the scheduled due date of
such Remaining Scheduled Payment.

"Remaining Scheduled Payments" means, with respect to the
Called Principal of any Note, all payments of such Called
Principal and interest thereon that would be due after the
Settlement Date with respect to such Called Principal if no
payment of such Called Principal were made prior to its
scheduled due date, provided that if such Settlement Date is
not a date on which interest payments are due to be made under

<PAGE> 17

the terms of the Notes, then the amount of the next succeeding
scheduled interest payment will be reduced by the amount of
interest accrued to such Settlement Date and required to be
paid on such Settlement Date pursuant to Section 8.2 or 12.1.

"Settlement Date" means, with respect to the Called
Principal of any Note, the date on which such Called Principal
is to be prepaid pursuant to Section 8.2 or has become or is
declared to be immediately due and payable pursuant to
Section 12.1, as the context requires.

9. AFFIRMATIVE COVENANTS.

The Company covenants that so long as any of the Notes
are outstanding:

9.1. Compliance with Law.

The Company will and will cause each of its Subsidiaries
to comply with all laws, ordinances or governmental rules or
regulations to which each of them is subject, including, without
limitation, Environmental Laws, and will obtain and maintain in
effect all licenses, certificates, permits, franchises and other
governmental authorizations necessary to the ownership of their
respective properties or to the conduct of their respective
businesses, in each case to the extent necessary to ensure that
non-compliance with such laws, ordinances or governmental rules or
regulations or failures to obtain or maintain in effect such
licenses, certificates, permits, franchises and other governmental
authorizations would not reasonably be expected, individually or in
the aggregate, to have a materially adverse effect on the business,
operations, affairs, financial condition, properties or assets of
the Company and its Subsidiaries taken as a whole.

9.2. Insurance.

The Company will and will cause each of its Subsidiaries
to maintain, with financially sound and reputable insurers,
insurance with respect to their respective properties and
businesses against such casualties and contingencies, of such
types, on such terms and in such amounts (including deductibles,
co-insurance and self-insurance, if adequate reserves are
maintained with respect thereto) as is customary in the case of
entities of established reputations engaged in the same or a
similar business and similarly situated.

9.3. Maintenance of Properties.

The Company will and will cause each of its Subsidiaries
to maintain and keep, or cause to be maintained and kept, their
respective properties in good repair, working order and condition
(other than ordinary wear and tear), so that the business carried
on in connection therewith may be properly conducted at all times,
provided that this Section shall not prevent the Company or any
Subsidiary from discontinuing the operation and the maintenance of
any of its properties if such discontinuance is desirable in the
conduct of its business and the Company has concluded that such
discontinuance would not, individually or in the aggregate, have a
materially adverse effect on the business, operations, affairs,
financial condition, properties or assets of the Company and its
Subsidiaries taken as a whole.

<PAGE> 18

9.4. Payment of Taxes.

The Company will and will cause each of its Subsidiaries
to file all income tax or similar tax returns required to be filed
in any jurisdiction and to pay and discharge all taxes shown to be
due and payable on such returns and all other taxes, assessments,
governmental charges, or levies payable by any of them, to the
extent such taxes and assessments have become due and payable and
before they have become delinquent, provided that neither the
Company nor any Subsidiary need pay any such tax or assessment if
(i) the amount, applicability or validity thereof is contested by
the Company or such Subsidiary on a timely basis in good faith and
in appropriate proceedings, and the Company or a Subsidiary has
established adequate reserves therefor in accordance with GAAP on
the books of the Company or such Subsidiary or (ii) the nonpayment
of all such taxes and assessments in the aggregate would not
reasonably be expected to have a materially adverse effect on the
business, operations, affairs, financial condition, properties or
assets of the Company and its Subsidiaries taken as a whole.

9.5. Corporate Existence, etc.

Subject to Section 10.2, the Company will at all times
preserve and keep in full force and effect its corporate existence.
Subject to Sections 10.2 and 10.5, the Company will at all times
preserve and keep in full force and effect the corporate existence
of each of its Subsidiaries (unless merged into the Company or a
Subsidiary) and all rights and franchises of the Company and its
Subsidiaries unless, in the good faith judgment of the Company, the
termination of or failure to preserve and keep in full force and
effect such corporate existence, right or franchise would not,
individually or in the aggregate, have a materially adverse effect
on the business, operations, affairs, financial condition,
properties or assets of the Company and its Subsidiaries taken as
a whole.

10. NEGATIVE COVENANTS.

The Company covenants that so long as any of the Notes
are outstanding:

10.1. Transactions with Affiliates.

The Company will not and will not permit any Subsidiary
to enter into directly or indirectly any Material transaction or
Material group of related transactions (including without
limitation the purchase, lease, sale or exchange of properties of
any kind or the rendering of any service) with any Affiliate (other
than the Company or another Subsidiary), except pursuant to the
reasonable requirements of the Company's or such Subsidiary's
business and upon fair and reasonable terms no less favorable to
the Company or such Subsidiary than would be obtainable in a
comparable arm's-length transaction with a Person not an Affiliate.

10.2. Merger, Consolidation, etc.

The Company shall not consolidate with or merge with any
other corporation or convey, transfer or lease substantially all of
its assets in a single transaction or series of transactions to any
Person unless:

<PAGE> 19

(a) the successor formed by such consolidation or the
survivor of such merger or the Person that acquires by
conveyance, transfer or lease substantially all of the assets
of the Company as an entirety, as the case may be, shall be a
solvent corporation organized and existing under the laws of
the United States or any State thereof (including the District
of Columbia), and, if the Company is not such corporation,
such corporation shall have executed and delivered to each
holder of any Notes its assumption of the due and punctual
performance and observance of each covenant and condition of
this Agreement, the Other Agreements and the Notes; and

(b) immediately after giving effect to such transaction,
no Default or Event of Default shall have occurred and be
continuing.

No such conveyance, transfer or lease of substantially all of the
assets of the Company shall have the effect of releasing the
Company or any successor corporation that shall theretofore have
become such in the manner prescribed in this Section 10.2 from its
liability under this Agreement or the Notes.

10.3. Liens.

The Company will not, and will not permit any Material
Subsidiary to, directly or indirectly create, incur, assume or
suffer to exist any Lien upon or with respect to any of its
property or assets, whether now owned or hereafter acquired, to
secure Indebtedness, without making effective provision whereby the
Notes shall be secured equally and ratably with any and all other
Indebtedness to be secured by such Lien, for so long as any such
other Indebtedness shall be so secured, such security to be
pursuant to an agreement reasonably satisfactory to the Required
Holders, excluding from the operation of this Section:

(a) Liens existing on the date hereof securing
Indebtedness of the Company or any Material Subsidiary
outstanding on the date hereof, as specified in Part II of
Schedule 5.15;

(b) any Lien on property of the Company or any Material
Subsidiary securing Indebtedness incurred in connection with
the financing of all or a part of the purchase price thereof,
provided that (i) each such Lien shall extend solely to the
item or items of property so acquired and any other property
which is an improvement to such acquired property and (ii)
each such Lien shall be created contemporaneously with, or
within six months after, such acquisition;

(c) any Lien existing on property acquired by the
Company or any Material Subsidiary at the time such property
is so acquired, provided that (i) no such Lien shall have been
created or assumed in contemplation of such acquisition of
property and (ii) each such Lien shall extend solely to the
item or items of property so acquired and any other property
which is an improvement to such acquired property;

(d) any Lien existing on property of a Person existing
at the time such Person shall have become a Material
Subsidiary (whether by merger, consolidation or otherwise)
which secures Indebtedness existing at such time, provided
that (i) no such Lien shall have been created or assumed in
contemplation of such Person's becoming a Material Subsidiary

<PAGE> 20

and (ii) each such Lien shall extend solely to the item or
items of property covered by such Lien at such time and any
other property which is an improvement to such property;

(e) any Lien in favor of the United States of America
arising as a result of amounts paid to the Company or any
Material Subsidiary as progress payments under contracts
between the United States of America or any agency thereof and
the Company or such Material Subsidiary;

(f) any Lien on accounts receivable of the Company or
any Material Subsidiary securing Indebtedness incurred in
connection with the financing of such accounts receivable,
provided that (subject to the last paragraph of this Section
10.3), immediately after giving effect thereto, the aggregate
amount of outstanding Indebtedness incurred in connection with
all such secured financings shall not exceed the greater of
(i) $250,000,000 and (ii) 10% of the aggregate amount of
accounts receivable of the Company and the Material
Subsidiaries as at the time of the creation of such Lien;

(g) any Lien renewing, extending or replacing any Lien
permitted under clauses (a) through (e) above, provided that
(i) the principal amount of Indebtedness secured by such Lien
immediately prior to such renewal, extension or replacement is
not increased and (ii) such Lien shall extend solely to the
item or items of property covered by such Lien at the time of
such renewal, extension or replacement and any other property
which is an improvement to such property;

(h) Liens on property or assets of any Material
Subsidiary securing Indebtedness owing by such Material
Subsidiary to the Company or any Wholly-Owned Subsidiary; and

(i) Liens, in addition to those permitted by clauses (a)
through (h) above, securing Indebtedness of the Company or any
Material Subsidiary, provided that, immediately after giving
effect thereto, the aggregate amount (without duplication) of
all outstanding Indebtedness secured by Liens permitted under
this clause (i), plus the aggregate amount of all outstanding
Indebtedness permitted under clause (d) of Section 10.4, does
not exceed 10% of Consolidated Total Assets.

There shall be excluded from any computation pursuant to
the proviso to the foregoing clause (f) any Indebtedness to the
extent that such Indebtedness would result in the aggregate amount
of outstanding Indebtedness incurred in connection with all
financings described in said clause exceeding the greater of (i)
$250,000,000 and (ii) 10% of the aggregate amount of accounts
receivable of the Company and the Material Subsidiaries as at the
date of computation if and to the extent that the Company shall
have offered to prepay Specified Indebtedness in an aggregate
amount (the "Excess Amount") equal to such excess amount, the
portion of the Excess Amount to be so offered to be prepaid with
respect to each item of Specified Indebtedness to be equal to an
amount which bears the same relationship to the Excess Amount as
the aggregate outstanding principal amount of such item of
Specified Indebtedness bears to the then aggregate outstanding
principal amount of all Specified Indebtedness. In connection with
any such prepayment, the Company shall offer to prepay Notes in

<PAGE> 21

accordance with Section 8.3 in an amount (the "Note Portion") equal
to the portion of such Excess Amount allocable to the Notes in
accordance with the immediately preceding sentence.

10.4. Subsidiary Indebtedness.

The Company will not permit any Material Subsidiary to
create, incur, assume or suffer to exist any Indebtedness except:

(a) Indebtedness incurred in connection with any Lien
permitted under clauses (a) through (c) and (e) through (h) of
Section 10.3;

(b) Indebtedness owing to the Company or any Wholly-
Owned Subsidiary;

(c) Indebtedness outstanding at the time any Person
shall have become a Material Subsidiary (whether by merger,
consolidation or otherwise), provided that (i) no such
Indebtedness shall have been incurred in contemplation of such
Person's becoming a Material Subsidiary and (ii) immediately
after such Person shall have become a Material Subsidiary, no
Default or Event of Default shall have occurred and be
continuing; and

(d) additional Indebtedness not otherwise permitted by
the foregoing clauses (a) through (c), provided that,
immediately after giving effect thereto, the aggregate amount
(without duplication) of all outstanding Indebtedness
permitted under this clause (d), plus the aggregate amount of
all outstanding Indebtedness secured by Liens permitted under
clause (i) of Section 10.3, does not exceed 10% of
Consolidated Total Assets.

10.5. Disposition of Assets.

The Company will not, and will not permit any Material
Subsidiary to (whether by a single transaction or a number of
related or unrelated transactions and whether at one time or over
a period of time), sell, transfer, lease out or otherwise dispose
of (whether outright, by a sale-and-repurchase or sale-and-
leaseback arrangement, or otherwise and whether to the Company, any
of its Subsidiaries or any other Person) (a "Disposal") all of its
assets or any part of its assets, except:

(a) Disposals of assets in the ordinary course of
business;

(b) Disposals of assets acquired in connection with an
acquisition of a business if (x) such Disposals occur within
twelve months after the date of such acquisition or (y) the
Company or such Material Subsidiary enters into a binding
agreement with any Person within twelve months after the date
of such acquisition pursuant to which the Company or such
Material Subsidiary is obligated to dispose of such assets to
such Person and such Disposals occur within twelve months
after the date such agreement is entered into; provided,
however, that, in each case, if such Disposals cannot
reasonably be consummated within such twelve-month period as
a result of (i) the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act or any similar statute or
regulation not having expired or (ii) the Company's actively
contesting in good faith by appropriate means any judicial or
administrative action, suit, proceeding, judgment, injunction,

<PAGE> 22

order or decree seeking to prohibit such Disposals, such
twelve-month period shall be extended for a period equal to an
additional two years;

(d) Disposals on normal commercial terms of assets that
are obsolete or no longer useful in the business of the
Company or such Material Subsidiary, as the case may be; and

(e) any Disposal of assets not otherwise permitted by
clauses (a) through (d) above if, after giving effect thereto,
no Default or Event of Default has occurred and is continuing
and both

(i) the aggregate Contribution to Consolidated Cash
Flow of all assets disposed of by the Company or any
Material Subsidiary under this clause (e) after the date
hereof and during the period of twelve consecutive months
ending on the date of such Disposal shall not exceed 20%
of Consolidated Cash Flow for the period of four fiscal
quarters ending on, or most recently ended prior to, the
date of such Disposal; provided that Disposals of assets,
the aggregate Contribution to Consolidated Cash Flow of
which so exceeds 20% of Consolidated Cash Flow, may be
made if the net proceeds in excess of such 20% are either
(x) reinvested in non-current assets of the Company and
the Material Subsidiaries within twelve months after the
date of such Disposals or, in the case of non-cash net
proceeds, retained in the business of the Company and the
Material Subsidiaries, provided that upon any Disposal of
such non-cash net proceeds for cash, such cash proceeds
are reinvested in non-current assets of the Company and
the Material Subsidiaries within twelve months after the
date of such Disposal or (y) applied to the prepayment of
Specified Indebtedness, the selection of which Specified
Indebtedness is to be prepaid to be in the sole
discretion of the Company, and

(ii) the aggregate Contribution to Consolidated Cash
Flow of all assets disposed of by the Company or any
Material Subsidiary under this clause (e) after the date
hereof and during the period of thirty-six consecutive
months ending on the date of such Disposal shall not
exceed 40% of Consolidated Cash Flow for the period of
the four fiscal quarters ending on, or most recently
ended prior to, the date of such Disposal; provided that
Disposals of assets, the aggregate Contribution to
Consolidated Cash Flow of which so exceeds 40% of
Consolidated Cash Flow, may be made if the net proceeds
in excess of such 40% are either (x) reinvested in non-
current assets of the Company and the Material
Subsidiaries within twelve months after the date of such
Disposals or, in the case of non-cash net proceeds,
retained in the business of the Company and the Material
Subsidiaries, provided that upon any Disposal of such
non-cash net proceeds for cash, such cash proceeds are
reinvested in non-current assets of the Company and the
Material Subsidiaries within twelve months after the date
of such Disposal or (y) applied to the prepayment of
Specified Indebtedness, the selection of which Specified
Indebtedness is to be prepaid to be in the sole
discretion of the Company.

<PAGE> 23

10.6. Maintenance of Financial Conditions.

The Company will not on any date permit:

(a) Consolidated Cash Flow for the period of the four
fiscal quarters ending on, or most recently ended prior to,
such date to be less than 300% of Pro Forma Annual
Consolidated Interest Expense as of such date;

(b) Consolidated Total Indebtedness as of such date to
exceed 400% of Consolidated Cash Flow for the four fiscal
quarters ending on, or most recently ended prior to, such
date.

11. EVENTS OF DEFAULT.

An "Event of Default" shall exist if any of the following
conditions or events shall occur and be continuing:

(a) the Company defaults in the payment of any principal
or Make-Whole Amount, if any, on any Note when the same
becomes due and payable, whether at maturity or at a date
fixed for prepayment or by declaration or otherwise; or

(b) the Company defaults in the payment of any interest
on any Note for more than five Business Days after the same
becomes due and payable; or

(d) the Company defaults in the performance of or
compliance with any term contained herein (other than those
referred to in paragraphs (a), (b) and (c) of this Section 11)
and such default is not remedied within 30 days after the
earlier of (i) a Responsible Officer obtaining actual
knowledge of such default and (ii) the Company receiving
written notice of such default from any holder or holders of
at least 10% in aggregate principal amount of the Notes at the
time outstanding (any such written notice to be identified as
a "notice of default" and to refer specifically to this
paragraph (d) of Section 11); or

(e) any representation or warranty made in writing by or
on behalf of the Company or by any officer of the Company in
this Agreement or in any writing furnished in connection with
the transactions contemplated hereby proves to have been false
or incorrect in any material respect on the date as of which
made; or

(f) (i) the Company or any Material Subsidiary is in
default (as principal or as guarantor or other surety) in the
payment of any principal of or premium or make-whole amount or
interest on any Indebtedness that is outstanding in an
aggregate principal amount of at least $50,000,000 beyond any
period of grace provided with respect thereto, or (ii) the
Company or any Material Subsidiary is in default in the
performance of or compliance with any term of any evidence of
any Indebtedness in an aggregate outstanding principal amount
of at least $50,000,000 or of any mortgage, indenture or other

<PAGE> 24

agreement relating thereto or any other condition exists, and
as a consequence of such default or condition such
Indebtedness has become, or has been declared, due and payable
before its stated maturity or before its regularly scheduled
dates of payment; or

(g) the Company or any Material Subsidiary (i) is
generally not paying, or admits in writing its inability to
pay, its debts as they become due, (ii) files, or consents by
answer or otherwise to the filing against it of, a petition
for relief or reorganization or arrangement or any other
petition in bankruptcy, for liquidation or to take advantage
of any bankruptcy, insolvency, reorganization, moratorium or
other similar law of any jurisdiction, (iii) makes a general
assignment for the benefit of its creditors, (iv) consents to
the appointment of a custodian, receiver, trustee or other
officer with similar powers with respect to it or with respect
to any substantial part of its property, (v) is adjudicated as
insolvent or to be liquidated, or (vi) takes corporate action
for the purpose of any of the foregoing; or

(h) a court or governmental authority of competent
jurisdiction enters an order appointing, without consent by
the Company or any of its Material Subsidiaries, a custodian,
receiver, trustee or other officer with similar powers with
respect to it or with respect to any substantial part of its
property, or constituting an order for relief or approving a
petition for relief or reorganization or any other petition in
bankruptcy or for liquidation or to take advantage of any
bankruptcy or insolvency law of any jurisdiction, or ordering
the dissolution, winding-up or liquidation of the Company or
any of its Material Subsidiaries, or any such petition shall
be filed against the Company or any of its Material
Subsidiaries and such petition shall not be dismissed within
60 days; or

(i) a final judgment or judgments for the payment of
money aggregating in excess of $25,000,000 are rendered
against one or more of the Company and its Material
Subsidiaries and which judgments are not, within 60 days after
entry thereof, bonded, discharged or stayed pending appeal, or
are not discharged within 60 days after the expiration of such
stay; or

(j) if (i) any Plan shall fail to satisfy the minimum
funding standards of ERISA or the Code for any plan year or
part thereof or a waiver of such standards or extension of any
amortization period is sought or granted under Section 412 of
the Code, (ii) a notice of intent to terminate any Plan shall
have been or is reasonably expected to be filed with the PBGC
or the PBGC shall have instituted proceedings under Section
4042 of ERISA to terminate or appoint a trustee to administer
any Plan or the PBGC shall have notified the Company or any
ERISA Affiliate that a Plan may become a subject of any such
proceedings, (iii) the aggregate "amount of unfunded benefit
liabilities" (within the meaning of Section 4001(a)(18) of
ERISA) under all Plans, determined in accordance with Title IV
of ERISA, shall exceed $25,000,000, (iv) the Company or any
ERISA Affiliate shall have incurred or is reasonably expected
to incur any liability pursuant to Title I or IV of ERISA or
the penalty or excise tax provisions of the Code relating to
employee benefit plans, (v) the Company or any ERISA Affiliate
withdraws from any Multiemployer Plan, or (vi) the Company or
any Material Subsidiary establishes or amends any employee
welfare benefit plan that provides post-employment welfare
benefits in a manner that would increase the liability of the

<PAGE> 25

Company or any Material Subsidiary thereunder; and any such
event or events described in clauses (i) through (vi) above,
either individually or together with any other such event or
events, would reasonably be expected to have a Material
Adverse Effect.

As used in Section 11(j), the terms "employee benefit plan" and
"employee welfare benefit plan" shall have the respective meanings
assigned to such terms in Section 3 of ERISA.

12. REMEDIES ON DEFAULT, ETC.

12.1. Acceleration.

(a) If an Event of Default with respect to the Company
described in paragraph (g) or (h) of Section 11 (other than an
Event of Default described in clause (i) of paragraph (g) or
described in clause (vi) of paragraph (g) by virtue of the fact
that such clause encompasses clause (i) of paragraph (g)) has
occurred, all the Notes then outstanding shall automatically become
immediately due and payable.

(b) If any other Event of Default has occurred and is
continuing, the Required Holders may at any time at its or their
option, by notice or notices to the Company, declare all the Notes
then outstanding to be immediately due and payable.

(c) If any Event of Default described in paragraph (a)
or (b) of Section 11 has occurred and is continuing, any holder or
holders of Notes at the time outstanding affected by such Event of
Default may at any time, at its or their option, by notice or
notices to the Company, declare all the Notes held by it or them to
be immediately due and payable.

Upon any Notes becoming due and payable under this
Section 12.1, whether automatically or by declaration, such Notes
will forthwith mature and the entire unpaid principal amount of
such Notes, plus (x) all accrued and unpaid interest thereon and
(y) in the case of any Event of Default described in clause (b) or
(c) of this Section 12.1, the Make-Whole Amount determined in
respect of such principal amount (to the full extent permitted by
applicable law), shall all be immediately due and payable, in each
and every case without presentment, demand, protest or further
notice, all of which are hereby waived. The Company acknowledges,
and the parties hereto agree, that each holder of a Note has the
right to maintain its investment in the Notes free from repayment
by the Company (except as herein specifically provided for) and
that the provision for payment of a Make-Whole Amount by the
Company in the event that the Notes are prepaid or are accelerated
as a result of an Event of Default, is intended to provide
compensation for the deprivation of such right under such
circumstances.

12.2. Other Remedies.

If any Default or Event of Default has occurred and is
continuing, and irrespective of whether any Notes have become or
have been declared immediately due and payable under Section 12.1,
the holder of any Note at the time outstanding may proceed to
protect and enforce the rights of such holder by an action at law,
suit in equity or other appropriate proceeding, whether for the
specific performance of any agreement contained herein or in any
Note, or for an injunction against a violation of any of the terms
hereof or thereof, or in aid of the exercise of any power granted
hereby or thereby or by law or otherwise.

<PAGE> 26

12.3. Rescission.

At any time after any Notes have been declared due and
payable pursuant to clause (b) or (c) of Section 12.1, the holder
or holders of not less than 66 2/3% in aggregate principal amount
of the Notes then outstanding, by written notice to the Company,
may rescind and annul any such declaration and its consequences if
(a) the Company has paid all overdue interest on the Notes, all
principal of and Make-Whole Amount, if any, on any Notes that are
due and payable and are unpaid other than by reason of such
declaration, and all interest on such overdue principal and Make-
Whole Amount, if any, and (to the extent permitted by applicable
law) any overdue interest in respect of the Notes, at the Default
Rate, (b) all Events of Default and Defaults, other than non-
payment of amounts that have become due solely by reason of such
declaration, have been cured or have been waived pursuant to
Section 17, and (c) no judgment or decree has been entered for the
payment of any monies due pursuant hereto or to the Notes. No
rescission and annulment under this Section 12.3 will extend to or
affect any subsequent Event of Default or Default or impair any
right consequent thereon.

12.4. No Waivers or Election of Remedies, Expenses, etc.

No course of dealing and no delay on the part of any
holder of any Note in exercising any right, power or remedy shall
operate as a waiver thereof or otherwise prejudice such holder's
rights, powers or remedies. No right, power or remedy conferred by
this Agreement or by any Note upon any holder thereof shall be
exclusive of any other right, power or remedy referred to herein or
therein or now or hereafter available at law, in equity, by statute
or otherwise. Without limiting the obligations of the Company
under Section 15, the Company will pay to the holder of each Note
on demand such further amount as shall be sufficient to cover all
costs and expenses of such holder incurred in any enforcement or
collection under this Section 12, including, without limitation,
reasonable attorneys' fees, expenses and disbursements.

13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

13.1. Registration of Notes.

The Company shall keep at its principal executive office
a register for the registration and registration of transfers of
Notes. The name and address of each holder of one or more Notes,
each transfer thereof and the name and address of each transferee
of one or more Notes shall be registered in such register. Prior
to due presentment for registration of transfer, the Person in
whose name any Note shall be registered shall be deemed and treated
as the owner and holder thereof for all purposes hereof, and the
Company shall not be affected by any notice or knowledge to the
contrary. The Company shall give to any holder of a Note that is
an Institutional Investor promptly upon request therefor, a
complete and correct copy of the names and addresses of all
registered holders of Notes.

13.2. Transfer and Exchange of Notes.

Upon surrender of any Note at the principal executive
office of the Company for registration of transfer or exchange (and
in the case of a surrender for registration of transfer, duly
endorsed or accompanied by a written instrument of transfer duly

<PAGE> 27

executed by the registered holder of such Note or his attorney duly
authorized in writing and accompanied by the address for notices of
each transferee of such Note or part thereof), the Company shall
execute and deliver, at the Company's expense (except as provided
below), one or more new Notes (as requested by the holder thereof)
in exchange therefor, in an aggregate principal amount equal to the
unpaid principal amount of the surrendered Note. Each such new
Note shall be payable to such Person as such holder may request and
shall be substantially in the form of Exhibit 1. Each such new
Note shall be dated and bear interest from the date to which
interest shall have been paid on the surrendered Note or dated the
date of the surrendered Note if no interest shall have been paid
thereon. The Company may require payment of a sum sufficient to
cover any stamp tax or governmental charge imposed in respect of
any such transfer of Notes. Notes shall not be transferred in
denominations of less than $500,000, provided that if necessary to
enable the registration of transfer by a holder of its entire
holding of Notes, one Note may be in a denomination of less than
$500,000. Any transferee, by its acceptance of a Note registered
in its name (or the name of its nominee), shall be deemed to have
made the representation set forth in Section 6.2.

13.3. Replacement of Notes.

Upon receipt by the Company of evidence reasonably
satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of any Note (which evidence shall be, in
the case of an Institutional Investor, notice from such
Institutional Investor of such ownership and such loss, theft,
destruction or mutilation), and

(a) in the case of loss, theft or destruction, of
indemnity reasonably satisfactory to it (provided that if the
holder of such Note is, or is a nominee for, an original
Purchaser or another holder of a Note with a minimum net worth
of at least $10,000,000, such Person's own unsecured agreement
of indemnity shall be deemed to be satisfactory), or

(b) in the case of mutilation, upon surrender and
cancellation thereof,

the Company at its own expense shall execute and deliver, in lieu
thereof, a new Note, dated and bearing interest from the date to
which interest shall have been paid on such lost, stolen, destroyed
or mutilated Note or dated the date of such lost, stolen, destroyed
or mutilated Note if no interest shall have been paid thereon.

14. PAYMENTS ON NOTES.

14.1. Place of Payment.

Subject to Section 14.2, payments of principal, Make-
Whole Amount, if any, and interest becoming due and payable on the
Notes shall be made in New York, New York at the principal office
of Mellon Bank, N.A. in such jurisdiction. The Company may at any
time, by notice to each holder of a Note, change the place of
payment of the Notes so long as such place of payment shall be
either the principal office of the Company in such jurisdiction or
the principal office of a bank or trust company in such
jurisdiction.

<PAGE> 28

14.2. Home Office Payment.

So long as you or your nominee shall be the holder of any
Note, and notwithstanding anything contained in Section 14.1 or in
such Note to the contrary, the Company will pay all sums becoming
due on such Note for principal, Make-Whole Amount, if any, and
interest by the method and at the address specified for such
purpose below your name in Schedule A, or by such other method or
at such other address as you shall have from time to time specified
to the Company in writing for such purpose, without the
presentation or surrender of such Note or the making of any
notation thereon, except that upon written request of the Company
made concurrently with or reasonably promptly after payment or
prepayment in full of any Note, you shall surrender such Note for
cancellation, reasonably promptly after any such request, to the
Company at its principal executive office or at the place of
payment most recently designated by the Company pursuant to Section
14.1. Prior to any sale or other disposition of any Note held by
you or your nominee you will, at your election, either endorse
thereon the amount of principal paid thereon and the last date to
which interest has been paid thereon or surrender such Note to the
Company in exchange for a new Note or Notes pursuant to Section
13.2. The Company will afford the benefits of this Section 14.2 to
any Institutional Investor that is the direct or indirect
transferee of any Note purchased by you under this Agreement and
that has made the same agreement relating to such Note as you have
made in this Section 14.2.

15. EXPENSES, ETC.

15.1. Transaction Expenses.

Whether or not the transactions contemplated hereby are
consummated, the Company will pay all costs and expenses (including
reasonable attorneys' fees of a special counsel and, if reasonably
required, local or other counsel) incurred by you and each Other
Purchaser or holder of a Note in connection with such transactions
and in connection with any amendments, waivers or consents under or
in respect of this Agreement or the Notes (whether or not such
amendment, waiver or consent becomes effective), including, without
limitation: (a) the costs and expenses incurred in enforcing or
defending (or determining whether or how to enforce or defend) any
rights under this Agreement or the Notes or in responding to any
subpoena or other legal process or informal investigative demand
issued in connection with this Agreement or the Notes, or by reason
of being a holder of any Note, and (b) the costs and expenses,
including financial advisors' fees, incurred in connection with the
insolvency or bankruptcy of the Company or any Subsidiary or in
connection with any work-out or restructuring of the transactions
contemplated hereby and by the Notes. The Company will pay, and
will save you and each other holder of a Note harmless from, all
claims in respect of any fees, costs or expenses if any, of brokers
and finders (other than those retained by you).

15.2. Survival.

The obligations of the Company under this Section 15 will
survive the payment or transfer of any Note, the enforcement,
amendment or waiver of any provision of this Agreement or the
Notes, and the termination of this Agreement.

<PAGE> 29

16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE
AGREEMENT.

All representations and warranties contained herein shall
survive the execution and delivery of this Agreement and the Notes,
the purchase or transfer by you of any Note or portion thereof or
interest therein and the payment of any Note, and may be relied
upon by any subsequent holder of a Note, regardless of any
investigation made at any time by or on behalf of you or any other
holder of a Note. All statements contained in any certificate or
other instrument delivered by or on behalf of the Company pursuant
to this Agreement shall be deemed representations and warranties of
the Company under this Agreement. Subject to the preceding
sentence, this Agreement and the Notes embody the entire agreement
and understanding between you and the Company and supersede all
prior agreements and understandings relating to the subject matter
hereof.

17. AMENDMENT AND WAIVER.

17.1. Requirements.

This Agreement and the Notes may be amended, and the
observance of any term hereof or of the Notes may be waived (either
retroactively or prospectively), with (and only with) the written
consent of the Company and the Required Holders, except that (a) no
amendment or waiver of any of the provisions of Section 1, 2, 3, 4,
5, 6 or 21 hereof, or any defined term (as it is used therein),
will be effective as to you unless consented to by you in writing,
and (b) no such amendment or waiver may, without the written
consent of the holder of each Note at the time outstanding affected
thereby, (i) subject to the provisions of Section 12 relating to
acceleration or rescission, change the amount or time of any
prepayment or payment of principal of, or reduce the rate or change
the time of payment or method of computation of interest or of the
Make-Whole Amount on, the Notes, (ii) change the percentage of the
principal amount of the Notes the holders of which are required to
consent to any such amendment or waiver, or (iii) amend any of
Section 8, 11(a), 11(b), 12, 17 or 20.

17.2. Solicitation of Holders of Notes.

(a) Solicitation. The Company will provide each holder
of the Notes (irrespective of the amount of Notes then owned by it)
with sufficient information, sufficiently far in advance of the
date a decision is required, to enable such holder to make an
informed and considered decision with respect to any proposed
amendment, waiver or consent in respect of any of the provisions
hereof or of the Notes. The Company will deliver executed or true
and correct copies of each amendment, waiver or consent effected
pursuant to the provisions of this Section 17 to each holder of
outstanding Notes promptly following the date on which it is
executed and delivered by, or receives the consent or approval of,
the requisite holders of Notes.

(b) Payment. The Company will not directly or
indirectly pay or cause to be paid any remuneration, whether by way
of supplemental or additional interest, fee or otherwise, or grant
any security, to any holder of Notes as consideration for or as an
inducement to the entering into by any holder of Notes or any
waiver or amendment of any of the terms and provisions hereof

<PAGE> 30

unless such remuneration is concurrently paid, or security is
concurrently granted, on the same terms, ratably to each holder of
Notes then outstanding even if such holder did not consent to such
waiver or amendment.

17.3. Binding Effect, etc.

Any amendment or waiver consented to as provided in this
Section 17 applies equally to all holders of Notes and is binding
upon them and upon each future holder of any Note and upon the
Company without regard to whether such Note has been marked to
indicate such amendment or waiver. No such amendment or waiver
will extend to or affect any obligation, covenant, agreement,
Default or Event of Default not expressly amended or waived or
impair any right consequent thereon. No course of dealing between
the Company and the holder of any Note nor any delay in exercising
any rights hereunder or under any Note shall operate as a waiver of
any rights of any holder of such Note. As used herein, the term
"this Agreement" and references thereto shall mean this Agreement
as it may from time to time be amended or supplemented.

17.4. Notes held by Company, etc.

Solely for the purpose of determining whether the holders
of the requisite percentage of the aggregate principal amount of
Notes then outstanding approved or consented to any amendment,
waiver or consent to be given under this Agreement or the Notes, or
have directed the taking of any action provided herein or in the
Notes to be taken upon the direction of the holders of a specified
percentage of the aggregate principal amount of Notes then
outstanding, Notes directly or indirectly owned by the Company or
any of its Affiliates shall be deemed not to be outstanding.

18. NOTICES.

All notices and communications provided for hereunder
shall be in writing and sent (a) by telecopy if the sender on the
same day sends a confirming copy of such notice by a recognized
overnight delivery service (charges prepaid), or (b) by registered
or certified mail with return receipt requested (postage prepaid),
or (c) by a recognized overnight delivery service (with charges
prepaid); provided, however, that all notices to be given by the
Company under Section 8.3 shall be in writing and sent in the
manner specified in clause (a) above. Any such notice must be
sent:

(i) if to you or your nominee, to you or it at the
address specified for such communications in Schedule A, or at
such other address as you or it shall have specified to the
Company in writing,

(ii) if to any other holder of any Note, to such holder
at such address as such other holder shall have specified to
the Company in writing, or

(iii) if to the Company, to the Company at its
address set forth at the beginning hereof to the separate
attention of the Treasurer and General Counsel, or at such
other address as the Company shall have specified to the
holder of each Note in writing.

Notices under this Section 18 will be deemed given only when
actually received.

<PAGE> 31

19. REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating thereto,
including, without limitation, (a) consents, waivers and
modifications that may hereafter be executed, (b) documents
received by you at the Closing (except the Notes themselves), and
(c) financial statements, certificates and other information
previously or hereafter furnished to you, may be reproduced by you
by any photographic, photostatic, microfilm, microcard, miniature
photographic or other similar process and you may destroy any
original document so reproduced. The Company agrees and stipulates
that, to the extent permitted by applicable law, any such
reproduction shall be admissible in evidence as the original itself
in any judicial or administrative proceeding (whether or not the
original is in existence and whether or not such reproduction was
made by you in the regular course of business) and any enlargement,
facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence. This Section 19 shall not
prohibit the Company or any other holder of Notes from contesting
any such reproduction to the same extent that it could contest the
original, or from introducing evidence to demonstrate the
inaccuracy of any such reproduction.

20. CONFIDENTIAL INFORMATION.

For the purposes of this Section 20, "Confidential
Information" means information delivered to you by or on behalf of
the Company or any Subsidiary in connection with the transactions
contemplated by or otherwise pursuant to this Agreement that is
proprietary in nature and that was clearly marked or labeled or
otherwise adequately identified when received by you as being
confidential information of the Company or such Subsidiary,
provided that such term does not include information that (a) was
publicly known or otherwise known to you prior to the time of such
disclosure, (b) subsequently becomes publicly known through no act
or omission by you or any person acting on your behalf,
(c) otherwise becomes known to you other than through disclosure by
the Company or any Subsidiary or (d) constitutes financial
statements delivered to you under Section 7.1 that are otherwise
publicly available. You will maintain the confidentiality of such
Confidential Information in accordance with procedures adopted by
you in good faith to protect confidential information of third
parties delivered to you, provided that you may deliver or disclose
Confidential Information to (i) your directors, officers,
employees, agents, attorneys and affiliates, (to the extent such
disclosure reasonably relates to the administration of the
investment represented by your Notes), (ii) your financial advisors
and other professional advisors who agree to hold confidential the
Confidential Information substantially in accordance with the terms
of this Section 20, (iii) any other holder of any Note, (iv) any
Institutional Investor to which you sell or offer to sell such Note
or any part thereof or any participation therein (if such Person
has agreed in writing prior to its receipt of such Confidential
Information to be bound by the provisions of this Section 20),
(v) any Person from which you offer to purchase any security of the
Company (if such Person has agreed in writing prior to its receipt
of such Confidential Information to be bound by the provisions of
this Section 20), (vi) any federal or state regulatory authority
having jurisdiction over you, (vii) the National Association of
Insurance Commissioners or any similar organization, or any
nationally recognized rating agency that requires access to
information about your investment portfolio, or (viii) any other
Person to which such delivery or disclosure may be necessary or
appropriate (w) to effect compliance with any law, rule, regulation
or order applicable to you, (x) in response to any subpoena or
other legal process, (y) in connection with any litigation to which
you are a party or (z) if an Event of Default has occurred and is

<PAGE> 32

continuing, to the extent you may reasonably determine such
delivery and disclosure to be necessary or appropriate in the
enforcement or for the protection of the rights and remedies under
your Notes and this Agreement. Each holder of a Note, by its
acceptance of a Note, will be deemed to have agreed to be bound by
and to be entitled to the benefits of this Section 20 as though it
were a party to this Agreement. On reasonable request by the
Company in connection with the delivery to any holder of a Note of
information required to be delivered to such holder under this
Agreement or requested by such holder (other than a holder that is
a party to this Agreement or its nominee), such holder will enter
into an agreement with the Company embodying the provisions of this
Section 20.

21. SUBSTITUTION OF PURCHASER.

You shall have the right to substitute any one of your
Affiliates as the purchaser of the Notes that you have agreed to
purchase hereunder, by written notice to the Company, which notice
shall be signed by both you and such Affiliate, shall contain such
Affiliate's agreement to be bound by this Agreement and shall
contain a confirmation by such Affiliate of the accuracy with
respect to it of the representations set forth in Section 6. Upon
receipt of such notice, wherever the word "you" is used in this
Agreement (other than in this Section 21), such word shall be
deemed to refer to such Affiliate in lieu of you. In the event
that such Affiliate is so substituted as a purchaser hereunder and
such Affiliate thereafter transfers to you all of the Notes then
held by such Affiliate, upon receipt by the Company of notice of
such transfer, wherever the word "you" is used in this Agreement
(other than in this Section 21), such word shall no longer be
deemed to refer to such Affiliate, but shall refer to you, and you
shall have all the rights of an original holder of the Notes under
this Agreement.

22. MISCELLANEOUS.

22.1. Successors and Assigns.

All covenants and other agreements contained in this
Agreement by or on behalf of any of the parties hereto bind and
inure to the benefit of their respective successors and assigns
(including, without limitation, any subsequent holder of a Note)
whether so expressed or not.

22.2. Payments Due on Non-Business Days.

Anything in this Agreement or the Notes to the contrary
notwithstanding, any payment of principal of or Make-whole Amount
or interest on any Note that is due on a date other than a Business
Day shall be made on the next succeeding Business Day without
including the additional days elapsed in the computation of the
interest payable on such next succeeding Business Day.

22.3. Severability.

Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions

<PAGE> 33

hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not
invalidate or render unenforceable such provision in any other
jurisdiction.

22.4. Construction.

Each covenant contained herein shall be construed (absent
express provision to the contrary) as being independent of each
other covenant contained herein, so that compliance with any one
covenant shall not (absent such an express contrary provision) be
deemed to excuse compliance with any other covenant. Where any
provision herein refers to action to be taken by any Person, or
which such Person is prohibited from taking, such provision shall
be applicable whether such action is taken directly or indirectly
by such Person.

22.5. Counterparts.

This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which
together shall constitute one instrument. Each counterpart may
consist of a number of copies hereof, each signed by less than all,
but together signed by all, of the parties hereto.

22.6. Governing Law.

This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed
by, the law of the State of New York excluding choice-of-law
principles of the law of such State that would require the
application of the laws of a jurisdiction other than such State.

<PAGE> 34

If you are in agreement with the foregoing, please sign
the form of agreement on the accompanying counterpart of this
Agreement and return it to the Company, whereupon the foregoing
shall become a binding agreement between you and the Company.

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

PFL LIFE INSURANCE COMPANY

By /s/Gregory W. Theobald
Title: Vice President and Assitant Secretary

<PAGE>
If you are in agreement with the foregoing, please sign
the form of agreement on the accompanying counterpart of this
Agreement and return it to the Company, whereupon the foregoing
shall become a binding agreement between you and the Company.

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

LIFE INVESTORS INSURANCE COMPANY OF AMERICA

By /s/Gregory W. Theobald
Title: Vice President and Assitant Secretary

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

FIRST AUSA LIFE INSURANCE COMPANY

By /s/Gregory W. Theobald
Title: Vice President and Assitant Secretary

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

AUSA LIFE INSURANCE COMPANY, INC.

By /s/Gregory W. Theobald
Title: Vice President and Assitant Secretary

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

METROPOLITAN LIFE INSURANCE COMPANY

By /s/Joseph A. Augustini
Title: Vice President

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

THE TRAVELERS INSURANCE COMPANY

By /s/Teresa M. Torrey
Title: Second Vice President

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

PRIMERICA LIFE INSURANCE COMPANY

By /s/Paul D. Burner
Title: Senior Vice President & Treasurer

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: LINCOLN INVESTMENT MANAGEMENT, INC.
Its Attorney-in-Fact

By /s/Dennis A. Blume
Title: Senior Vice President

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

ALLIED LIFE INSURANCE COMPANY

By: LINCOLN INVESTMENT MANAGEMENT, INC.
Its Attorney-in-Fact

By /s/Dennis A. Blume
Title: Senior Vice President

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

SECURITY-CONNECTICUT LIFE INSURANCE COMPANY

By: LINCOLN INVESTMENT MANAGEMENT, INC.
Its Attorney-in-Fact

By /s/Dennis A. Blume
Title: Senior Vice President

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

LINCOLN-SECURITY LIFE INSURANCE COMPANY

By: LINCOLN INVESTMENT MANAGEMENT, INC.
Its Attorney-in-Fact

By /s/Dennis A. Blume
Title: Senior Vice President

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

AMERICAN STATES LIFE INSURANCE COMPANY

By: LINCOLN INVESTMENT MANAGEMENT, INC.
Its Attorney-in-Fact

By /s/Dennis A. Blume
Title: Senior Vice President

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY

By /s/John B. Joyce
Title: Managing Director

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

CM LIFE INSURANCE COMPANY

By /s/Lawerence Stillman
Title: Senior Investment Officer

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

By /s/Daniel C. Budde
Title: Investment Officer

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY,
ON BEHALF OF THE JOHN HANCOCK SEPARATE ACCOUNT
TRUST NO. 76

By /s/Daniel C. Budde
Title: Investment Officer

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY,
ON BEHALF OF THE JOHN HANCOCK SEPARATE ACCOUNT
TRUST NO. 86

By /s/Daniel C. Budde
Title: Investment Officer

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

By /s/Willma H. Davis
Title: Vice President

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES

By /s/Ina Lane
Title: Investment Officer

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

ALLSTATE LIFE INSURANCE COMPANY

By /s/Charles D. Mires

By /s/David A. Chalupnik
Authorized Signatories

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

By /s/Julia S. Tucker
Title: Investment Officer

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

AMERICAN GENERAL LIFE INSURANCE COMPANY

By /s/Julia S. Tucker
Title: Investment Officer

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

By /s/Julie Bock
Title: Manager - Private Placement Investments

By /s/Wayne T. Hoffman
Title: Vice President - Private Placement Investments

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

NEW YORK LIFE INSURANCE AND
ANNUITY CORPORATION

By /s/Lydia S. Sangree
Title: Assistant Vice President

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

NEW YORK LIFE INSURANCE COMPANY

By /s/Lydia S. Sangree
Title: Assistant Vice President

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

SUN LIFE ASSURANCE COMPANY OF CANADA

By /s/John N. Whelihan
Title: Vice President, U.S. Private Placements - for President

By /s/Jeffrey J. Skerry
Title: Associate Counsel - for Secretary

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

SUN LIFE ASSURANCE COMPANY OF
CANADA (U.S.)

By /s/L. Brock Thomson
Title: Treasurer

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

AMERICAN UNITED LIFE INSURANCE COMPANY

By /s/Kent R. Adams
Title: Vice President

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

THE STATE LIFE INSURANCE COMPANY

By /s/Kent R. Adams
Title: Vice President

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

NATIONWIDE LIFE INSURANCE COMPANY

By /s/Michael D. Groseclose
Title: Associate Vice President Corporate Fixed-Income Securities

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

NATIONWIDE LIFE AND ANNUITY INSURANCE
COMPANY

By /s/Michael D. Groseclose
Title: Associate Vice President Corporate Fixed-Income Securities

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA

By /s/Loren S. Archibald
Title: Managing Director-Private Placements

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

LUTHERAN BROTHERHOOD

By /s/Charles Heeren
Title: Vice President

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

SECURITY FIRST LIFE INSURANCE COMPANY

By /s/Ruth Ann McConkey
Title: Manager, U.S. Fixed Income

By /s/R.J. Ritchie
Title: Director, U.S. Fixed Income

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

INDIANAPOLIS LIFE INSURANCE COMPANY

By /s/Margaret M. McKinney
Title: Vice President, Associate General Counsel and Secretary

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

AMERITAS LIFE INSURANCE CORP.

By /s/Patrick J. Henry
Title: Vice President - Fixed Income Securities

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

NATIONAL TRAVELERS LIFE COMPANY

By MIMLIC ASSET MANAGEMENT COMPANY

By /s/Loren Haugland
Title: Vice President

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

THE NORTH WEST LIFE ASSURANCE COMPANY OF CANADA

By MIMLIC ASSET MANAGEMENT COMPANY

By /s/Marilyn Froelich
Title: Vice President

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

PROTECTED HOME MUTUAL LIFE INSURANCE COMPANY

By MIMLIC ASSET MANAGEMENT COMPANY

By /s/Frederick Feuerherm
Title: Vice President

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

NATIONAL FARM LIFE INSURANCE COMPANY

By MIMLIC ASSET MANAGEMENT COMPANY

By /s/Lynne M. Mills
Title: Vice President

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

THE PENN INSURANCE AND ANNUITY COMPANY

By /s/Barbara B. Henderson
Title: Assistant Vice President

<PAGE>

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By /s/Ira Zar
Title: Senior Vice President

The foregoing is hereby
agreed to as of the
date thereof.

NATIONAL GUARDIAN LIFE INSURANCE
COMPANY

By /s/John D. Larson
Title: President and CEO

<PAGE>

Schedule A
----------

INFORMATION RELATING TO PURCHASERS

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

PFL LIFE INSURANCE COMPANY $16,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Firstar Bank of Iowa
222 Second Street S.E.
Cedar Rapids, IA 52401
ABA No. 073000545
For credit to: PFL Life Insurance Company
Account No. 121-27196-9

with sufficient information
to identify the source and
application of such funds.

(2) All notices of and confirmations of
PAYMENT information should be directed to:

AEGON USA Investment Management, Inc.
Attention: Michael Meese
4333 Edgewood Road N.E.
Cedar Rapids, IA 52499-5112

(3) All other COMMUNICATIONS should be directed to:

AEGON USA Investment Management, Inc.
Attention: Director of Private Placements
4333 Edgewood Road N.E.
Cedar Rapids, IA 52499-5335
Fax No. (319) 369-2009

Tax Identification No. 39-0989781

<PAGE> 2

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------
LIFE INVESTORS INSURANCE COMPANY OF AMERICA $10,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Firstar Bank of Iowa
222 Second Street S.E.
Cedar Rapids, IA 52401
ABA No. 073000545
For credit to: Life Investors Insurance
Company of America
Account No. 119-09310-2

with sufficient information
to identify the source and
application of such funds.

(2) All notices of and written confirmations of
PAYMENT information should be directed to:

AEGON USA Investment Management, Inc.
Attention: Michael Meese
4333 Edgewood Road N.E.
Cedar Rapids, IA 52499-5112

(3) All other COMMUNICATIONS should be directed to:

AEGON USA Investment Management, Inc.
Attention: Director of Private Placements
4333 Edgewood Road N.E.
Cedar Rapids, IA 52499-5335
Fax No. (319) 369-2009

Tax Identification No. 42-0191090

<PAGE> 3
Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

FIRST AUSA LIFE INSURANCE COMPANY $5,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Citibank, N.A.
111 Wall Street
New York, NY 10043
ABA No. 021000089
DDA No. 36112805
For credit to: First AUSA Life
Insurance Company
Custody Account No. 847537

with sufficient information
to identify the source and
application of such funds.

(2) All notices of and written confirmations of
PAYMENT information should be directed to:

AEGON USA Investment Management, Inc.
Attention: Michael Meese
4333 Edgewood Road N.E.
Cedar Rapids, IA 52499-5112

(3) All other COMMUNICATIONS should be directed to:

AEGON USA Investment Management, Inc.
Attention: Director of Private Placements
4333 Edgewood Road N.E.
Cedar Rapids, IA 52499-5335
Fax No. (319) 369-2009

Tax Identification No. 42-6063494

<PAGE> 4

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

AUSA LIFE INSURANCE COMPANY, INC. $4,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Morgan Guaranty Trust Company
ABA No. 021000238
For credit to: AUSA Life Insurance
Company, Inc.
Account No. 001-60-362

with sufficient information
to identify the source and
application of such funds.

(2) All notices of and written confirmations of
PAYMENT information should be directed to:

AEGON USA Investment Management, Inc.
Attention: Michael Meese
4333 Edgewood Road N.E.
Cedar Rapids, IA 52499-5112

(3) All other COMMUNICATIONS should be directed to:

AEGON USA Investment Management, Inc.
Attention: Director of Private Placements
4333 Edgewood Road N.E.
Cedar Rapids, IA 52499-5335
Fax No. (319) 369-2009

Tax Identification No. 36-6071399

<PAGE> 5

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

METROPOLITAN LIFE INSURANCE COMPANY $30,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

The Chase Manhattan Bank, N.A.
33 East 23rd Street
ABA No. 021000021
Account No. 002-2-410591

with sufficient information
to identify the source and
application of such funds
(including the PPN (204912 A* 0)
of the Notes).

(2) All notices of payments and
written confirmations of such
wire transfers:

Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010
Attention: Treasurer

with a copy to:

Metropolitan Life Insurance Company
334 Madison Avenue
P.O. Box 633
Convent Station, NJ 07961-0633
Attention: Vice President
Tel: 201-254-3222

<PAGE> 6

(3) All other communications:

Metropolitan Life Insurance Company
334 Madison Avenue
P.O. Box 633
Convent Station, NJ 07961-0633
Attention: Vice President
Tel: 201-254-3222

Tax Identification Number: 13-5581829

<PAGE> 7

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

THE TRAVELERS INSURANCE COMPANY $25,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Chase Manhattan Bank, N.A.
One Chase Manhattan Plaza
New York, NY 10081
Account No. 910-2-587434

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

One Tower Square
Hartford, CT 06183-2030
Attention: Cashiers Department

(3) All other communications:

One Tower Square
Hartford, CT 06183-2030
Attention: Securities Department - Private Placements

Tax Identification No. 06-0566090
Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

PRIMERICA LIFE INSURANCE COMPANY $5,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Citibank, N.A.
153 East 53rd Street
New York, NY 10022
ABA No. 021000089
Account No. 847016

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

Primerica Life Insurance Company
c/o The Travelers Insurance Company
One Tower Square
Hartford, CT 06183-2030
Attention: Securities Department --
Private Placements

(3) All other communications:

Primerica Life Insurance Company
c/o The Travelers Insurance Company
One Tower Square
Hartford, CT 06183-2030
Attention: Securities Department --
Private Placements

Tax Identification No. 04-1590590

<PAGE> 9

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY $9,500,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Bankers Trust Company
New York, New York
ABA No. 021001033
Private Placement Processing
A/C #: 99-911-145
For further credit to: Lincoln National
Life Insurance Company (Ind Ann's - IFA)
Custodial Account No.: 98194
Ref: Security/Rate/Maturity/PPN(204912 A* 0)/P=$/I=$

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

Bankers Trust Company
Attention: Private Placement Unit
P.O. Box 998; Bowling Green Station
New York, NY 10274

with a copy to:

Lincoln Investment Management, Inc.
200 East Berry Street; Renaissance Square
Fort Wayne, IN 46802
Attention: Investment/Private Placements

(3) All other communications:

Lincoln Investment Management, Inc.
200 East Berry Street; Renaissance Square
Fort Wayne, IN 46802
Attention: Investment/Private Placements

Tax Identification No. 35-0472300

<PAGE> 10

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY $4,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Bankers Trust Company
New York, New York
ABA No. 021001033
Private Placement Processing
A/C #: 99-911-145
For further credit to: Lincoln National
Life Insurance Company (LNL/FPP Business)
Custodial Account No.: 98185
Ref: Security/Rate/Maturity/PPN(204912 A* 0)/P=$/I=$

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

Bankers Trust Company
Attention: Private Placement Unit
P.O. Box 998; Bowling Green Station
New York, NY 10274

with a copy to:

Lincoln Investment Management, Inc.
200 East Berry Street; Renaissance Square
Fort Wayne, IN 46802
Attention: Investment/Private Placements

(3) All other communications:

Lincoln Investment Management, Inc.
200 East Berry Street; Renaissance Square
Fort Wayne, IN 46802
Attention: Investment/Private Placements

Tax Identification No. 35-0472300

<PAGE> 11

Principal Amount of
Name and Address of Purchaser Notes to be Purchased

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

ALLIED LIFE INSURANCE COMPANY $2,500,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Harris Trust & Savings
Chicago, Illinois
ABA No. 071-000-288
DDA Account No. 109-211-3
For further credit to: Allied Life Insurance Company "B"
Account No. 23-97589
Ref: Sec/Desc/PPN(204912 A* 0)/P=$; I=$

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

Harris Trust & Savings
111 W. Monroe Street
Chicago, IL 60690
Attention: Private Placements
For Account: Allied Life Insurance Company "B"

(3) All other communications:

Lincoln Investment Management, Inc.
200 East Berry Street; Renaissance Square
Fort Wayne, IN 46802
Attention: Investment/Private Placements

For Account: Allied Life Insurance Company "B"

Tax Identification No. 42-0921353

<PAGE> 12

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY $2,500,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Bankers Trust Company
New York, New York
ABA No. 021001033
Private Placement Processing
A/C #: 99-911-145
For further credit to: Lincoln National
Life Insurance Company (Ind Products-Univ Life)
Custodial Account No.: 98127
Ref: Security/Rate/Maturity/PPN(204912 A* 0)/P=$/I=$

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

Bankers Trust Company
Attention: Private Placement Unit
P.O. Box 998; Bowling Green Station
New York, NY 10274

with a copy to:

Lincoln Investment Management, Inc.
200 East Berry Street; Renaissance Square
Fort Wayne, IN 46802
Attention: Investment/Private Placements

(3) All other communications:

Lincoln Investment Management, Inc.
200 East Berry Street; Renaissance Square
Fort Wayne, IN 46802
Attention: Investment/Private Placements

Tax Identification No. 35-0472300

<PAGE> 13

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY $1,750,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Bankers Trust Company
New York, New York
ABA No. 021001033
Private Placement Processing
A/C #: 99-911-145
For further credit to: Lincoln National
Life Insurance Company (Ind Ann's - Legacy)
Custodial Account No.: 98184
Ref: Security/Rate/Maturity/PPN(204912 A* 0)/P=$/I=$

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

Bankers Trust Company
Attention: Private Placement Unit
P.O. Box 998; Bowling Green Station
New York, NY 10274

with a copy to:

Lincoln Investment Management, Inc.
200 East Berry Street; Renaissance Square
Fort Wayne, IN 46802
Attention: Investment/Private Placements

(3) All other communications:

Lincoln Investment Management, Inc.
200 East Berry Street; Renaissance Square
Fort Wayne, IN 46802
Attention: Investment/Private Placements

Tax Identification No. 35-0472300

<PAGE> 14

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY $1,750,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Bankers Trust Company
New York, New York
ABA No. 021001033
Private Placement Processing
A/C #: 99-911-145
For further credit to: Lincoln National
Life Insurance Company (Corp Ret Pension Plans)
Custodial Account: 98231
Ref: Security/Rate/Maturity/PPN(204912 A* 0)/P=$/I=$

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

Bankers Trust Company
Attention: Private Placement Unit
P.O. Box 998; Bowling Green Station
New York, NY 10274

with a copy to:

Lincoln Investment Management, Inc.
200 East Berry Street; Renaissance Square
Fort Wayne, IN 46802
Attention: Investment/Private Placements

(3) All other communications:

Lincoln Investment Management, Inc.
200 East Berry Street; Renaissance Square
Fort Wayne, IN 46802
Attention: Investment/Private Placements

Tax Identification No. 35-0472300

<PAGE> 15

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

SECURITY-CONNECTICUT LIFE INSURANCE COMPANY $1,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Shawmut Bank Connecticut, N.A.
777 Main Street
Hartford, CT 06115
ABA No. 011900445
For Account of: Security-Connecticut
Life Insurance Company (SPDA)
Account No. 0156196
Ref: Security/Rate/Maturity/PPN(204912 A* 0)/P=$/I=$

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

Security-Connecticut Life Insurance Company
20 Security Drive
Avon, CT 06001
Attention: Jodi Dean

(3) All other communications:

Lincoln Investment Management, Inc.
200 East Berry Street; Renaissance Square
Fort Wayne, IN 46802
Attention: Investment/Private Placements

Tax Identification No. 35-1468921

<PAGE> 16

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

LINCOLN-SECURITY LIFE INSURANCE COMPANY $1,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Chase Manhattan Bank, N.A.
New York, New York
ABA No. 021000021
For A/C: 900-9-000200
For further Credit: LINC-SEC LIFE (NY)
Account No. G04847
Ref: Sec. Name/Rate/Maturity/PPN(204912 A* 0)/P=$/I=$)

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

Lincoln-Security Life Insurance Company (New York)
c/o Security-Connecticut Life Insurance Company
20 Security Drive
Avon, CT 06001
Attention: Jodi Dean

(3) All other communications:

Lincoln Investment Management, Inc.
200 East Berry Street; Renaissance Square
Fort Wayne, IN 46802
Attention: Investment/Private Placements

Tax Identification No. 22-2491079

<PAGE> 17

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

AMERICAN STATES LIFE INSURANCE COMPANY $1,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Bankers Trust Company
New York, New York
ABA No. 021001033
Private Placement Processing
A/C #: 99-911-145
Further credit to: American States Life
Insurance Company (General)
Custodial Account: 97136
Ref: Security/Rate/Maturity/PPN(204912 A* 0)/P=$/I=$

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

American States Life Insurance Company
500 North Meridian Street
Indianapolis, IN 46204
Attention: Jodi Pitcock/Corporate Accounting

(3) All other communications:

Lincoln Investment Management, Inc.
200 East Berry Street; Renaissance Square
Fort Wayne, IN 46802
Attention: Investment/Private Placements

Tax Identification No. 35-1007048

<PAGE> 18

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY $13,750,000

(1) All payments by wire trans-

fer of immediately available
funds to:

Citibank, N.A.
111 Wall Street
New York, NY 10043
ABA No. 021000089
For MassMutual Long Term Pool
Account No. 4067-3488
Re: Description of security, principal
and interest split

With telephone advice of payment to the
Securities Custody and Collection Department
of Massachusetts Mutual Life Insurance
Company at (413) 744-3878.

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attention: Tom Li, Managing Director
Securities Investment Division, F455

(3) All other communications:

Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attention: Securities Investment Division

Tax Identification No. 04-1590850

<PAGE> 19

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY $6,250,000

(1) All payments by wire trans-

fer of immediately available
funds to:

Chase Manhattan Bank, N.A.
4 Chase MetroTech Center
New York, NY 10081
ABA No. 021000021
For MassMutual Pension Management
Account No. 910-2594018
Re: Description of security, principal
and interest split

With telephone advice of payment to the
Securities Custody and Collection Department
of Massachusetts Mutual Life Insurance
Company at (413) 744-3878.

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attention: Tom Li, Managing Director
Securities Investment Division, F455

(3) All other communications:

Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attention: Securities Investment Division

Tax Identification No. 04-1590850

<PAGE> 20

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY $3,750,000

(1) All payments by wire trans-

fer of immediately available
funds to:

Chase Manhattan Bank, N.A.
4 Chase MetroTech Center
New York, NY 10081
ABA No. 021000021
For MassMutual IFM Non-Traditional
Account No. 910-2509073
Re: Description of security, principal
and interest split

With telephone advice of payment to the
Securities Custody and Collection Department
of Massachusetts Mutual Life Insurance
Company at (413) 744-3878.

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attention: Tom Li, Managing Director
Securities Investment Division, F455

(3) All other communications:

Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attention: Securities Investment Division

Tax Identification No. 04-1590850

<PAGE> 21

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

CM LIFE INSURANCE COMPANY $1,250,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Citibank, N.A.
111 Wall Street
New York, NY 10043
ABA No. 021000089
For Segment 43 - Universal Life
Account No. 4068-6561
Re: Description of security, principal
and interest split

With telephone advice of payment to the Securities
Custody and Collection Department of Massachusetts
Mutual Life Insurance Company at (413) 744-3878

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

CM Life Insurance Company
c/o Massachusetts Mutual Life
Insurance Company
1295 State Street
Springfield, MA 01111
Attention: Tom Li, Managing Director
Securities Investment Division, F455

(3) All other communications:

CM Life Insurance Company
c/o Massachusetts Mutual Life
Insurance Company
1295 State Street
Springfield, MA 01111
Attention: Securities Investment Division

Tax Identification No. 06-1041383

<PAGE> 22

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY $9,500,000
$7,000,000
(1) All payments on account of the
Notes in accordance with the
provisions thereof shall be made
by bank wire transfer of
immediately available funds for
credit, not later than 12 noon,
Boston time to:

The First National Bank of
Boston
ABA No. 011000390
Boston, MA 02110
Account of: John Hancock
Mutual
Life Insurance Company
Private Placement
Collection Account
Account No.: 541-55417
On order of: Computer
Associates
International, Inc.
(PPN 204912 A*0)

with sufficient information to
identify the source and
application of such funds.

Contemporaneous with the above
wire transfer, advice setting
forth: (1) the full name,
interest rate and maturity date
of the Notes or other
obligations; (2) allocation of
payment between principal and
interest and any special
payment; and (3) the name and
address of Bank (or Trustee)
from which wire transfer was
sent, shall be delivered or
mailed to:

John Hancock Mutual Life
Insurance Company
John Hancock Place
200 Clarendon Street
Boston, MA 02117
Attention: Securities Accounting
Division T-10

<PAGE> 23

(2) All notices of payments and
written confirmations of such
wire transfers:

John Hancock Mutual Life
Insurance Company
John Hancock Place
200 Clarendon Street
Boston, MA 02117
Attention: Security Accounting
Division T-10

(3) All other communications shall
be delivered or mailed to:

John Hancock Mutual Life
Insurance Company
John Hancock Place
200 Clarendon Street
Boston, MA 02117
Attention: Bond and Corporate
Finance Department
T-57

Tax Identification No: 04-1414660

<PAGE> 24

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY $2,500,000

(1) All payments on account of the
Notes in accordance with the
provisions thereof shall be
made by bank wire transfer of
immediately available funds
for credit, not later than 12
noon, Boston time to:

The First National Bank of
Boston
ABA No. 011000390
Boston, MA 02110
Account of: John Hancock Mutual
Life Insurance Company
Private Placement
Collection Account
Account No.: 541-55417
On order of: Computer Associates
International, Inc.
(PPN 204912 A*0)

with sufficient information to
identify the source and
application of such funds.

Contemporaneous with the above
wire transfer, advice setting
forth: (1) the full name,
interest rate and maturity
date of the Notes or other
obligations; (2) allocation of
payment between principal and
interest and any special
payment; and (3) the name and
address of Bank (or Trustee)
from which wire transfer was
sent, shall be delivered or
mailed to:

John Hancock Mutual Life
Insurance Company
John Hancock Place
200 Clarendon Street
Boston, MA 02117
Attention: Securities Accounting
Division T-10

<PAGE> 25

(2) All notices of payments and
written confirmations of such
wire transfers:

John Hancock Mutual Life
Insurance Company
John Hancock Place
200 Clarendon Street
Boston, MA 02117
Attention: Security Accounting
Division T-10

(3) All other communications shall
be delivered or mailed to:

John Hancock Mutual Life
Insurance Company
John Hancock Place
200 Clarendon Street
Boston, MA 02117
Attention: Bond and Corporate
Finance Department
T-57

Tax Identification No: 04-2664016

<PAGE> 26

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY $1,000,000
SEPARATE ACCOUNT 76

Investors Bank & Trust Company
Boston, MA 02117
ABA No. 011001438
Account No.: 79650-9107
For further credit to: General Motors 76-1
Account No.: 99099
On order of: Computer Associates
International, Inc.
(PNN 204912 A*0)

with sufficient information to
identify the source and
application of such funds.

Contemporaneous with the above
wire transfer, advice setting
forth: (1) the full name,
interest rate and maturity
date of the Notes or other
obligations; (2) allocation of
payment between principal and
interest and any special
payment; and (3) the name and
address of Bank (or Trustee)
from which wire transfer was
sent, shall be delivered or
mailed to:

John Hancock Mutual Life
Insurance Company
John Hancock Place
200 Clarendon Street
Boston, MA 02117

Attention: PortfolioManagement &
Investment Services, T-56

(2) All notices of payments and
written confirmations of such
wire transfers:

<PAGE> 27

John Hancock Mutual Life
Insurance Company
John Hancock Place
200 Clarendon Street
Boston, MA 02117
Attention: Portfolio Management &
Investment Services,
T-56

(3) All other communications shall
be delivered or mailed to:

John Hancock Mutual Life
Insurance Company
John Hancock Place
200 Clarendon Street
Boston, MA 02117
Attention: Bond and Corporate
Finance Deptartment
T-57

Tax Identification No: 04-1414660

<PAGE> 28

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY $1,000,000
SEPARATE ACCOUNT 86

Investors Bank & Trust Company
Boston, MA 02117
ABA No. 011001438
Account No.: 79650-9107
For further credit to: General Motors 86-1
Account No.: 99237
On order of: Computer Associates
International, Inc.
(PNN 204912 A*0)

with sufficient information to
identify the source and
application of such funds.

Contemporaneous with the above
wire transfer, advice setting
forth: (1) the full name,
interest rate and maturity
date of the Notes or other
obligations; (2) allocation of
payment between principal and
interest and any special
payment; and (3) the name and
address of Bank (or Trustee)
from which wire transfer was
sent, shall be delivered or
mailed to:

John Hancock Mutual Life
Insurance Company
John Hancock Place
200 Clarendon Street
Boston, MA 02117
Attention: Portfolio Management &
Investment Services, T-56

<PAGE> 29

(2) All notices of payments and
written confirmations of such
wire transfers:

John Hancock Mutual Life
Insurance Company
John Hancock Place
200 Clarendon Street
Boston, MA 02117
Attention: Portfolio Management &
Investment Services,
T-56

(3) All other communications shall
be delivered or mailed to:

John Hancock Mutual Life
Insurance Company
John Hancock Place
200 Clarendon Street
Boston, MA 02117
Attention: Bond and Corporate
Finance Department
T-57

Tax Identification No: 04-1414660

<PAGE> 30

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE $20,000,000
UNITED STATES

(1) All payments by wire trans-
fer of immediately available
funds to:

The Chase Manhattan Bank, N.A.
110 West 52nd Street
New York, NY 10019
ABA No. 021-00-0021
Account of: The Equitable Life Assurance
Society of the United States
Account No.: 037-2-409417

with sufficient information
to identify the source and
application of such funds (including
the PPN (204912 A* 0) of the Notes).

(2) All notices of payments and
written confirmations of such
wire transfers:

The Equitable Life Assurance Society
of the United States
c/o Alliance Capital Management L.P.
135 West 50th Street, 5th Floor
New York, NY 10020
Attention: Treasury Services

<PAGE> 31

(3) All other communications:

The Equitable Life Assurance Society
of the United States
c/o Alliance Capital Management, L.P.
1345 Avenue of the Americas
New York, NY 10105
Attention: Fixed Income Credit
Research Division
Tel: (212) 969-1362
Fax: (212) 969-1466

Tax Identification No. 13-5570651

<PAGE> 32

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

ALLSTATE LIFE INSURANCE COMPANY $11,000,000
$ 2,000,000
(1) All payments by wire trans- $ 2,000,000
fer of immediately available
funds to:

BBK = Harris Trust and Savings Bank
ABA #071000288
BNF = Allstate Life Insurance Company
Collection Account #168-117-0
ORG = Computer Associates International, Inc.
OBI = DPP - 204912 A* 0
L_____________(Lease Number, if any)
Payment Due date (MM/DD/YY)___________
P_______________(Enter "P" and amount of
principal being remitted)
I_______________(Enter "I" and amount of
interest being remitted)

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

Allstate Insurance Company
Investment Operations - Private Placements
3075 Sanders Road, STE G4A
Northbrook, IL 60062-7127
Tel: (847) 402-8709
Fax: (847) 402-7331

<PAGE> 33

(3) All other communications:

Allstate Life Insurance Company
Private Placements Department
3075 Sanders Road, STE G3A
Northbrook, IL 60062-7127
Tel: (847) 402-4394
Fax: (847) 402-3092

Tax Identification No. 36-2554642

<PAGE> 34

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

AMERICAN GENERAL LIFE INSURANCE COMPANY $10,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

State Street Bank and Trust Company
Boston, MA 02101
ABA No. 011000028
Re: American General Life Insurance
Company
AC - 0125-880-5
OBI= PPN #204912 A* 0 and description of payment
Fund Number PA 40

with sufficient information
(including PPN (204912 A*0)
interest rate, maturity date,
interest amount, principal
amount and premium, if any)
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

American General Life Insurance Company
and PA 40
% State Street Bank and Trust Company
Insurance Services Custody (AH2)
1776 Heritage Drive
North Quincy, MA 02171
Fax: (617) 985-4923

<PAGE> 35

(3) Duplicate payment notices and
all other communications:

American General Life Insurance Company
% American General Corporation
Attention: Investment Research Department, A37-01
P.O. Box 3247
Houston, TX 77253-3247
Fax: (713) 831-1366

Overnight Mail Address:

2929 Allen Parkway
Houston, TX 77019-2155

Tax Identification No. 25-0598210

<PAGE> 36

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY $5,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

State Street Bank and Trust Company
Boston, MA 02101
ABA No. 011000028
Re: The Variable Annuity Life Insurance
Company
AC - 0125-821-9
OBI= PPN #204912 A* 0 and description of payment
Fund Number PA 54

with sufficient information
(including PPN (204912 A*0),
interest rate, maturity date,
interest amount, principal amount
and premium, if any)
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

The Variable Annuity Life Insurance Company
and PA 54
% State Street Bank and Trust Company
Insurance Services Custody (AH2)
1776 Heritage Drive
North Quincy, MA 02171
Fax: (617) 985-4923

<PAGE> 37

(3) Duplicate payment notices and
all other communications:

The Variable Annuity Life Insurance Company
% American General Corporation
Attention: Investment Research Department, A37-01
P.O. Box 3247
Houston, TX 77253-3247
Fax: (713) 831-1366

Overnight Mail Address:

2929 Allen Parkway
Houston, TX 77019-2155

Tax Identification No. 74-1625348

<PAGE> 38

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY $15,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

ABA#091-000-019 NW MPLS/TRUST CLEARING
ACCT#08-40-245 ATTN: Acct #12468800
PPN#204912 A* 0

with sufficient information
to identify the source and
application of such funds (including the
PPN (204912 A* 0) of the Notes).

(2) All notices of payments and
written confirmations of such
wire transfers:

Norwest Bank Minnesota, N.A.
733 Marquette Avenue
Investors Building, 5th Floor
Minneapolis, MN 55479-0047
Attention: Income Collections

(3) All other communications:

Great-West Life & Annuity Insurance Company
8515 East Orchard Road
3rd Floor, Tower 2
Englewood, CO 80111
Attention: U.S. Private Placements
Fax: (303) 689-6193

Tax Identification No. 84-0467907

<PAGE> 39

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION $10,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Chemical Bank
New York, New York
ABA No. 021-000-128
For credit to: New York Life Insurance
and Annuity Corporation
General Account No. 008-0-57001

with sufficient information
to identify the source and
application of such funds (including the
PPN (204912 A* 0) of the Notes).

(2) All notices of payments and
written confirmations of such
wire transfers:

New York Life Insurance and Annuity Corporation
c/o New York Life Insurance Company
51 Madison Avenue
New York, NY 10010-1603
Attention: Treasury Department
Securities Income Section
Room 209
Fax No. (212) 447-4160

(3) All other communications:

New York Life Insurance and Annuity Corporation
c/o New York Life Insurance Company
51 Madison Avenue
New York, NY 10010-1603
Attention: Investment Department
Private Finance Group
Room 206
Fax No. (212) 447-4122

<PAGE> 40

with a copy to:

New York Life Insurance and Annuity Corporation
c/o New York Life Insurance Company
51 Madison Avenue
New York, NY 10010-1603
Attention: Office of General Counsel
Investment Section, Room 10SB
Fax No. (212) 576-8340

Tax Identification No. 13-3044743

<PAGE> 41

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

NEW YORK LIFE INSURANCE COMPANY $5,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Morgan Guaranty Trust Company
of New York
New York, NY 10015
ABA No. 021-000-238
For credit to: New York Life Insurance
Company
General Account No. 810-00-000

with sufficient information
to identify the source and
application of such funds (including the
PPN (204912 A* 0) of the Notes).

(2) All notices of payments and
written confirmations of such
wire transfers:

New York Life Insurance Company
51 Madison Avenue
New York, NY 10010-1603
Attention: Treasury Department
Securities Income Section
Room 209
Fax No. (212) 447-4160

(3) All other communications:

New York Life Insurance Company
51 Madison Avenue
New York, NY 10010-1603
Attention: Investment Department
Private Finance Group
Room 206
Fax No. (212) 447-4122

<PAGE> 42

with a copy to:

New York Life Insurance Company
51 Madison Avenue
New York, NY 10010-1603
Attention: Office of General Counsel
Investment Section, Room 10SB
Fax No. (212) 576-8340

Tax Identification No. 13-5582869

<PAGE> 43

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

SUN LIFE ASSURANCE COMPANY OF CANADA $7,000,000
$2,000,000
$1,000,000
(1) All payments by wire trans-
fer of immediately available
funds to:

The Chase Manhattan Bank
One New York Plaza
New York, NY 10015
ABA No. 021-000-021
For the account of: Sun Life Assurance Company of Canada
Account No. 949-1-087822

with sufficient information
to identify the source and
application of such funds (including the
PPN (204192 A* 0) of the Notes).

(2) All notices of mandatory payments and
written confirmations of such
wire transfers:

Sun Life Assurance Company of Canada
Three Sun Life Executive Park
Wellesley Hills, MA 02181
Attention: Manager, Securities Accounting, SC #3327

(3) All other communications and optional prepayments:

Sun Life Assurance Company of Canada
One Sun Life Executive Park
Wellesley Hills, MA 02181
Attention: Investment Department/Private Placements,
SC #1303

Tax Identification No. 38-1082080

<PAGE> 44

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) $2,000,000
$2,000,000
$1,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Chemical Bank
55 Water Street
New York, NY 10041
ABA No. 021-000-128
For the account of:
Sun Life Assurance Company of Canada (U.S.)
Account No. 323-023177

with sufficient information
to identify the source and
application of such funds (including the
PPN (204912 A* 0) of the Notes).

(2) All notices of mandatory payments and
written confirmations of such
wire transfers:

Sun Life Assurance Company of Canada (U.S.)
Three Sun Life Executive Park
Wellesley Hills, MA 02181
Attention: Manager, Securities Accounting, SC #3327

(3) All other communications and optional prepayments:

Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park
Wellesley Hills, MA 02181
Attention: Investment Department/Private Placements,
SC #1303

Tax Identification No. 04-246-1439

<PAGE> 45

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ----------------------

AMERICAN UNITED LIFE INSURANCE COMPANY $5,000,000
$5,000,000
(1) All payments by wire trans-
fer of immediately available
funds to:

Bank of New York
One Wall Street, 3rd Floor
New York, NY 10286
Window A
ABA No. 021000018
Account No. 186683/AUL

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

Attention: Rebecca Davis
Law Department
American United Life Insurance Company
Post Office Box 368
Indianapolis, IN 46206

(3) All other communications:

Attention: Rebecca Davis
Law Department
American United Life Insurance Company
Post Office Box 368
Indianapolis, IN 46206

Tax Identification No. 35-0145825

<PAGE> 46

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

THE STATE LIFE INSURANCE COMPANY $1,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Bank of New York
One Wall Street, 3rd Floor
New York, NY 10286
Window A
ABA No. 021000018
Account No. 343761/State Life c/o AUL

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

Attention: Rebecca Davis
Law Department
American United Life Insurance Company
Post Office Box 368
Indianapolis, IN 46206

(3) All other communications:

Attention: Rebecca Davis
Law Department
American United Life Insurance Company
Post Office Box 368
Indianapolis, IN 46206

Tax Identification No. 35-0684263

<PAGE> 47

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

NATIONWIDE LIFE INSURANCE COMPANY $8,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Morgan Guaranty Trust Company
of New York
ABA No. 021-000-238
Journal # 999-99-024
F/A/O Nationwide Life Insurance Company
Custody A/C #71615
Attention: Custody Service Department
PPN#204912 A* 0

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

Nationwide Life Insurance Company
One Nationwide Plaza (1-32-09)
Columbus, OH 43215-2220
Attention: Corporate Money Management

(3) All other communications:

Nationwide Life Insurance Company
One Nationwide Plaza (1-33-07)
Columbus, OH 43215-2220
Attention: Corporate Fixed-Income Securities

Tax Identification No. 31-4156830

<PAGE> 48

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY $2,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Morgan Guaranty Trust Company
of New York
ABA No. 021-000-238
Journal # 999-99-024
F/A/O Nationwide Life Insurance Company
Custody A/C #71620
Attention: Custody Service Department
PPN#204912 A* 0

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

Nationwide Life and Annuity Insurance Company
One Nationwide Plaza (1-32-09)
Columbus, OH 43215-2220
Attention: Corporate Money Management

(3) All other communications:

Nationwide Life Insurance Company
One Nationwide Plaza (1-33-07)
Columbus, OH 43215-2220
Attention: Corporate Fixed-Income Securities

Tax Identification No. 31-1000740

<PAGE> 49

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ----------------------

TEACHERS INSURANCE AND ANNUITY $10,000,000
ASSOCIATION OF AMERICA

(1) All payments by wire trans-
fer of immediately available
funds to:

Citibank, N.A.
ABA No. 021000089
For the account of:
Teachers Insurance and Annuity Association
of America
Account No. 4057-8501

with sufficient information
to identify the source and
application of such funds (including the
PPN (204912 A* 0) of the Notes).

(2) All notices of payments and
written confirmations of such
wire transfers:

Teachers Insurance and Annuity Association
of America
730 Third Avenue
New York, NY 10017
Attention: Securities Accounting Division
Tel: (212) 916-4188
Fax: (212) 916-6955

(3) All other communications:

Teachers Insurance and Annuity Association
of America
730 Third Avenue
New York, NY 10017
Attention: Securities Division
Private Placements
Tel: (212) 916-4346
Fax: (212) 916-6584

Tax Identification No. 13-1624203N

<PAGE> 50

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

LUTHERAN BROTHERHOOD $8,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Norwest Bank Minnesota, N.A.
ABA No. 091000019
For Credit to Trust Clearing
Account No. 08-40-245
Attention: Income Collection
For Credit to: Lutheran Brotherhood
Account No. 12651300

with sufficient information
to identify the source and
application of such funds (including the
PPN (204192 A* 0) of the Notes).

(2) All notices of payments and
written confirmations of such
wire transfers:

Lutheran Brotherhood
Attention: Investment Division
625 Fourth Avenue South
10th Floor
Minneapolis, MN 55415
Fax: (612) 340-5776

(3) All other communications:

Lutheran Brotherhood
Attention: Investment Division
625 Fourth Avenue South
10th Floor
Minneapolis, MN 55415
Fax: (612) 340-5776

Tax Identification No. 41-0385700

<PAGE> 51

Principal Amount of
Name and Address of Purchaser Notes to be Purchased

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

SECURITY FIRST LIFE INSURANCE COMPANY $5,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Bank of New York
1 Wall Street
New York, NY 10286
ABA No. 021000018
Account Name: Security First Group
Corporate Bond Account
Account No. 328175

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

Security First Life Insurance Company
c/o London Life Insurance Company
255 Dufferin Avenue
London, Ontario
N6A 4K1
Attention: Manager, U.S. Fixed Income (Private Placement)
Securities Department

(3) All other communications:

Security First Life Insurance Company
c/o London Life Insurance Company
255 Dufferin Avenue
London, Ontario
N6A 4K1
Attention: Manager, U.S. Fixed Income (Private Placement)
Securities Department

Tax Identification No. 54-0696644

<PAGE> 52

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

INDIANAPOLIS LIFE INSURANCE COMPANY $4,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

NBD Bank, NA
One Indiana Square
Indianapolis, IN 46266
ABA No. 074000052
For credit to: Indianapolis Life Insurance Company
Account No. 700035001852

with sufficient information
to identify the source and
application of such funds (including the
PPN (204912 A* 0) of the Notes).

(2) All notices of payments and
written confirmations of such
wire transfers:

By courier:

Indianapolis Life Insurance Company
2960 North Meridian Street
Indianapolis, IN 46208
Attention: Securities Department

By mail:

Indianapolis Life Insurance Company
P.O. Box 1230
Indianapolis, IN 46206
Attention: Securities Department

<PAGE> 53

(3) All other communications:

By courier:

Indianapolis Life Insurance Company
2960 North Meridian Street
Indianapolis, IN 46208
Attention: Securities Department

By mail:

Indianapolis Life Insurance Company
P.O. Box 1230
Indianapolis, IN 46206
Attention: Securities Department

Tax Identification No. 35-0413330

<PAGE> 54

Principal Amount of
Name and Address of Purchaser Notes to be Purchased

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

AMERITAS LIFE INSURANCE CORP. $3,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

First Bank Nebraska, NA
ABA No. 104-000-029
Ameritas Life Insurance Corp
Account No. 1-494-0070-0188
Re: Description of Note;
Principal & Interest Breakdown

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

Ameritas Life Insurance Corp
5900 "O" Street
Lincoln, NE 68510-2234
Attention: James Mikus

(3) All other communications:

Ameritas Life Insurance Corp
5900 "O" Street
Lincoln, NE 68510-2234
Attention: James Mikus

Tax Identification No. 47-0098400

<PAGE> 55

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

NATIONAL TRAVELERS LIFE COMPANY $1,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

First Bank, N.A.
Minneapolis, MN
ABA No. 091-000-022
For credit to: First Trust, N.A.
Account No. 180121167365, TSU: 050
For further credit to: National Travelers Life
Company
Account No. 12609110
Attention: Peggy Sime (612) 244-0647

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

National Travelers Life Company
c/o MIMLIC Asset Management Company
400 Robert Street North
St. Paul, MN 55101
Attention: Client Administrator

(3) All other communications:

National Travelers Life Company
c/o MIMLIC Asset Management Company
400 Robert Street North
St. Paul, MN 55101
Attention: Client Administrator

Tax Identification No. 42-0432940

<PAGE> 56

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

THE NORTH WEST LIFE ASSURANCE COMPANY $1,000,000
OF CANADA

(1) All payments by wire trans-
fer of immediately available
funds to:

Bk of NYC/ABA #021-000-018
For credit to: BBK - IOC 363
For further credit to: North West Life Assurance
Company of Canada
Account No. 270384

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

The North West Life Assurance Company of Canada
c/o MIMLIC Asset Management Company
400 Robert Street North
St. Paul, MN 55101
Attention: Client Administrator

(3) All other communications:

The North West Life Assurance Company of Canada
c/o MIMLIC Asset Management Company
400 Robert Street North
St. Paul, MN 55101
Attention: Client Administrator

Tax Identification No. 98-0018913

<PAGE> 57

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

PROTECTED HOME MUTUAL LIFE INSURANCE COMPANY $500,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Integra National Bank of Pittsburgh, PA
Pittsburgh, PA 15278
ABA No. 043-000-122
For credit to: Protected Home Mutual Life
Insurance Company
Account No. 08-579-3

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

Protected Home Mutual Life Insurance Company
c/o MIMLIC Asset Management Company
400 Robert Street North
St. Paul, MN 55101
Attention: Client Administrator

(3) All other communications:

Protected Home Mutual Life Insurance Company
c/o MIMLIC Asset Management Company
400 Robert Street North
St. Paul, MN 55101
Attention: Client Administrator

Tax Identification No. 25-0740310

<PAGE> 58

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

NATIONAL FARM LIFE INSURANCE COMPANY $500,000

(1) All payments by wire trans-
fer of immediately available
funds to:

NationsBank of Texas
Fort Worth, TX 76113-2260
ABA No. 111-000-025
For credit to: National Farm Life Insurance
Company
Account No. 5050446062

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

National Farm Life Insurance Company
c/o MIMLIC Asset Management Company
400 Robert Street North
St. Paul, MN 55101
Attention: Client Administrator

(3) All other communications:

National Farm Life Insurance Company
c/o MIMLIC Asset Management Company
400 Robert Street North
St. Paul, MN 55101
Attention: Client Administrator

Tax Identification No. 75-0708826

<PAGE> 59

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

THE PENN INSURANCE AND ANNUITY COMPANY $3,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Bankers Trust Company
ABA No. 02100-1033
16 Wall Street
New York, NY 10005
Attention: Insurance Unit, Private
Placements 01419540
For credit to: The Penn Insurance
and Annuity Company A/C #092506

with sufficient information
to identify the source and
application of such funds.

(2) All notices of payments and
written confirmations of such
wire transfers:

By mail:
The Penn Insurance and Annuity Company
Independence Square
530 Walnut Street
Philadelphia, PA 19172
Attention: Barbara B. Henderson (Mail Stop C1B)
Securities Investment Department

By courier:
The Penn Insurance and Annuity Company
600 Dresher Road
Horsham, PA 19044
Attention: Barbara B. Henderson (Mail Stop C1B)
Securities Investment Department
Tel: (215) 956-8514
Fax: (215) 672-2760

<PAGE> 60

(3) All other communications:

By mail:
The Penn Insurance and Annuity Company
Independence Square
530 Walnut Street
Philadelphia, PA 19172
Attention: Barbara B. Henderson (Mail Stop C1B)
Securities Investment Department

Tax Identification No. 23-2142731

<PAGE> 61

Principal Amount of
Name and Address of Purchaser Notes to be Purchased
- - ----------------------------- ---------------------

NATIONAL GUARDIAN LIFE INSURANCE COMPANY $2,000,000

(1) All payments by wire trans-
fer of immediately available
funds to:

Firstar Bank Madison
P.O. Box 7900
Madison, WI 53707
ABA No. 075900465
For credit to: National Guardian Life
Insurance Company
Account No. 311-700-397

with sufficient information
to identify the source and
application of such funds (including the
PPN (204912 A* 0) of the Notes).

(2) All notices of payments and
written confirmations of such
wire transfers:

National Guardian Life Insurance Company
Two East Gilman Street
P.O. Box 1191
Madison, WI 53701-1191
Attention: Investment Department

(3) All other communications:

National Guardian Life Insurance Company
Two East Gilman Street
P.O. Box 1191
Madison, WI 53701-1191
Attention: Investment Department

Tax Identification No. 39-0493780

<PAGE>

Schedule B
----------

DEFINED TERMS
-------------

As used herein, the following terms have the respective
meanings set forth below or set forth in the Section hereof
following such term:

"Affiliate" means, at any time, and with respect to any
Person, any other Person that at such time directly or indirectly
through one or more intermediaries Controls, or is Controlled by,
or is under common Control with, such first Person. As used in
this definition, "Control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise. Unless
the context otherwise clearly requires, any reference to an
"Affiliate" is a reference to an Affiliate of the Company.

"Business Day" means any day other than a Saturday, a
Sunday or a day on which commercial banks in New York City are
required or authorized to be closed.

"Capital Lease" means, at any time, a lease with
respect to which the lessee is required concurrently to recognize
the acquisition of an asset and the incurrence of a liability in
accordance with GAAP.

"Cash Flow" with respect to any Person means, for any
period, the net income from continuing operations of such Person
for such period, determined in accordance with GAAP, plus all
amounts deducted in the computation thereof on account of taxes,
interest, depreciation, amortization and other non-cash expenses.

"Closing" is defined in Section 3.

"Code" means the Internal Revenue Code of 1986, as
amended from time to time, and the rules and regulations
promulgated thereunder from time to time.

"Company" means Computer Associates International,
Inc., a Delaware corporation.

"Confidential Information" is defined in Section 20.

"Consolidated Cash Flow" means, for any period (a) the
Cash Flow of the Company and its Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP
("Company Cash Flow"), plus (b) in the case of any business of
any Person acquired by the Company or any of its Subsidiaries
during such period, the portion of Cash Flow of such Person and
its Subsidiaries, determined on a consolidated basis in
accordance with GAAP, for the period commencing on the first day
of such other period and ending on the date of acquisition of
such business accounted for by such business, minus (c) in the
case of any business of the Company or any of its Subsidiaries
disposed of by the Company or such Subsidiary during such period,
the portion of Company Cash Flow for the period commencing on the

<PAGE> 2

first day of such other period and ending on the date of
disposition of such business accounted for by such business.

"Consolidated Total Assets" means, as at any date, the
total assets of the Company and its Subsidiaries which would be
shown as assets on a consolidated balance sheet of the Company
and its Subsidiaries as of such date prepared in accordance with
GAAP.

"Consolidated Total Indebtedness" means, as at any
date, the aggregate principal amount of all Indebtedness of the
Company and its Subsidiaries outstanding on such date, determined
on a consolidated basis in accordance with GAAP.

"Contribution to Consolidated Cash Flow" means, with
respect to any asset, as of the date of disposition of such
asset, the portion of Consolidated Cash Flow for the period of
the four fiscal quarters ending on, or most recently ended prior
to, the date of such disposition accounted for by such asset.

"Default" means an event or condition the occurrence or
existence of which would, with the lapse of time or the giving of
notice or both, become an Event of Default.

"Default Rate" means that rate of interest that is the
greater of (i) 1% per annum above the rate of interest stated in
clause (a) of the first paragraph of the Notes or (ii) 1% over
the rate of interest publicly announced by Mellon Bank, N.A. in
Pittsburgh, Pennsylvania as its "base" or "prime" rate.

"Environmental Laws" means any and all Federal, state,
local, and foreign statutes, laws, regulations, ordinances,
rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions
relating to pollution and the protection of the environment or
the release of any materials into the environment, including but
not limited to those related to hazardous substances or wastes,
air emissions and discharges to waste or public systems.

"ERISA" means the Employee Retirement Income Security
Act of 1974, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time in effect.

"ERISA Affiliate" means any trade or business (whether
or not incorporated) that is treated as a single employer
together with the Company under section 414 of the Code.

"Event of Default" is defined in Section 11.

"Excess Amount" is defined in Section 10.3.

"Excess Amounts Prepayment Date" is defined in Section 8.3.

"Excess Amounts Response Date" is defined in Section 8.3.

<PAGE> 3

"Exchange Act" means the Securities Exchange Act of
1934, as amended.

"GAAP" means generally accepted accounting principles
as in effect from time to time in the United States of America.

"Governmental Authority" means

(a) the government of

(i) the United States of America or any State or
other political subdivision thereof, or

(ii) any jurisdiction in which the Company or any
Subsidiary conducts all or any part of its business, or
which asserts jurisdiction over any properties of the
Company or any Subsidiary, or

(b) any entity exercising executive, legislative,
judicial, regulatory or administrative functions of, or
pertaining to, any such government.

"Guaranty" means, with respect to any Person, any
obligation (except the endorsement in the ordinary course of
business of negotiable instruments for deposit or collection) of
such Person guaranteeing or in effect guaranteeing any
indebtedness, dividend or other obligation of any other Person in
any manner, whether directly or indirectly, including (without
limitation) obligations incurred through an agreement, contingent
or otherwise, by such Person:

(a) to purchase such indebtedness or obligation or any
property constituting security therefor;

(b) to advance or supply funds (i) for the purchase or
payment of such indebtedness or obligation, or (ii) to
maintain any working capital or other balance sheet
condition or any income statement condition of any other
Person or otherwise to advance or make available funds for
the purchase or payment of such indebtedness or obligation;

(c) to lease properties or to purchase properties or
services primarily for the purpose of assuring the owner of
such indebtedness or obligation of the ability of any other
Person to make payment of the indebtedness or obligation; or

(d) otherwise to assure the owner of such indebtedness
or obligation against loss in respect thereof.

In any computation of the indebtedness or other liabilities of
the obligor under any Guaranty, the indebtedness or other
obligations that are the subject of such Guaranty shall be
assumed to be direct obligations of such obligor.

<PAGE> 4

"holder" means, with respect to any Note, the Person in
whose name such Note is registered in the register maintained by
the Company pursuant to Section 13.1.

"Indebtedness" with respect to any Person means, at any
time, without duplication,

(a) its liabilities for borrowed money;

(b) its liabilities for the deferred purchase price of
property acquired by such Person (excluding accounts payable
arising in the ordinary course of business but including all
liabilities created or arising under any conditional sale or
other title retention agreement with respect to any such
property);

(d) all liabilities for borrowed money secured by any
Lien with respect to any property owned by such Person
(whether or not it has assumed or otherwise become liable
for such liabilities); and

(e) any Guaranty of such Person with respect to
liabilities of a type described in any of clauses (a)
through (d) hereof.

"Institutional Investor" means (a) any original
purchaser of a Note, (b) any holder of a Note holding more than
5% of the aggregate principal amount of the Notes then
outstanding, and (c) any bank, trust company, savings and loan
association or other financial institution, any pension plan, any
investment company, any insurance company, any broker or dealer,
or any other similar financial institution or entity, regardless
of legal form.

"Interest Charges" means all amounts which would be
deducted in determining consolidated net income of the Company
and its Subsidiaries, determined in accordance with GAAP, on
account of interest on Indebtedness of the Company and its
Subsidiaries.

"Lien" means, with respect to any Person, any mortgage,
lien, pledge, charge, security interest or other encumbrance, or
any interest or title of any vendor, lessor, lender or other
secured party to or of such Person under any conditional sale or
other title retention agreement or Capital Lease, upon or with
respect to any property or asset of such Person (including in the
case of stock, stockholder agreements, voting trust agreements
and all similar arrangements).

"Make-Whole Amount" is defined in Section 8.7.

"Material" means material in relation to the business,
operations, affairs, financial condition, assets, or properties
of the Company and its Subsidiaries taken as a whole.

<PAGE> 5

"Material Adverse Effect" means a material adverse
effect on (a) the business, operations, affairs, financial
condition, assets or properties of the Company and its
Subsidiaries taken as a whole, or (b) the ability of the Company
to perform its obligations under this Agreement and the Notes, or
(c) the validity or enforceability of this Agreement or the
Notes.

"Material Subsidiary" means, on any date, each
Subsidiary of the Company (a) which holds any capital stock of
the Company, (b) which, together with its Subsidiaries, has
consolidated revenues for the period of the four fiscal quarters
of the Company ending on, or most recently ended prior to, such
date in excess of 3% of the consolidated revenues of the Company
and its Subsidiaries for such period or (c) which, together with
its Subsidiaries, has consolidated assets as at such date in
excess of 3% of Consolidated Total Assets as at such date.

"Memorandum" is defined in Section 5.3.

"Multiemployer Plan" means any Plan that is a
"multiemployer plan" (as such term is defined in section
4001(a)(3) of ERISA).

"Note Portion" is defined in Section 10.3.

"Notes" is defined in Section 1.

"Officer's Certificate" means a certificate of a Senior
Financial Officer or of any other officer of the Company whose
responsibilities extend to the subject matter of such
certificate.

"Other Agreements" is defined in Section 2.

"Other Purchasers" is defined in Section 2.

"PBGC" means the Pension Benefit Guaranty Corporation
referred to and defined in ERISA or any successor thereto.

"Person" means an individual, partnership, corporation,
limited liability company, association, trust, unincorporated
organization, or a government or agency or political subdivision
thereof.

"Plan" means an "employee benefit plan" (as defined in
section 3(3) of ERISA) that is or, within the preceding five
years, has been established or maintained, or to which
contributions are or, within the preceding five years, have been
made or required to be made, by the Company or any ERISA
Affiliate or with respect to which the Company or any ERISA
Affiliate may have any liability.

"property" or "properties" means, unless otherwise
specifically limited, real or personal property of any kind,
tangible or intangible, choate or inchoate.

<PAGE> 6

"Pro Forma Annual Consolidated Interest Expense" means,
as at any date, the net amount of scheduled Interest Charges in
respect of Consolidated Total Indebtedness outstanding as of such
date for the period of the four fiscal quarters beginning on, or
next succeeding, such date. For purposes of this definition,
Indebtedness that bears interest at a variable rate shall be
deemed to bear interest during the period in question at a rate
equal to such rate at such date.

"QPAM Exemption" means Prohibited Transaction Class
Exemption 84-14 issued by the United States Department of Labor.

"Required Holders" means, at any time, the holder or
holders of at least 50% in principal amount of the Notes at the
time outstanding (exclusive of Notes then owned by the Company or
any of its Affiliates).

"Responsible Officer" means any Senior Financial
Officer and any other officer of the Company with responsibility
for the administration of the relevant portion of this agreement.

"Securities Act" means the Securities Act of 1933, as
amended from time to time.

"Senior Financial Officer" means the chief financial
officer, principal accounting officer, treasurer or comptroller
of the Company.

"Specified Indebtedness" means, as at any time,
Indebtedness for borrowed money of the Company or any Material
Subsidiary (other than any such Indebtedness owed to the Company
or any Subsidiary) which is not subordinated in right of payment
to the Notes.

"Subsidiary" means, as to any Person, any corporation,
association or other business entity in which such Person or one
or more of its Subsidiaries or such Person and one or more of its
Subsidiaries owns sufficient equity or voting interests to enable
it or them (as a group) ordinarily, in the absence of
contingencies, to elect a majority of the directors (or Persons
performing similar functions) of such entity, and any partnership
or joint venture if more than a 50% interest in the profits or
capital thereof is owned by such Person or one or more of its
Subsidiaries or such Person and one or more of its Subsidiaries
(unless such partnership can and does ordinarily take major
business actions without the prior approval of such Person or one
or more of its Subsidiaries). Unless the context otherwise
clearly requires, any reference to a "Subsidiary" is a reference
to a Subsidiary of the Company.

"Wholly-Owned Subsidiary" means, at any time, any
Subsidiary one hundred percent (100%) of all of the equity
interests (except directors' qualifying shares) and voting
interests of which are owned by any one or more of the Company
and the Company's other Wholly-Owned Subsidiaries at such time.

<PAGE>

SCHEDULE 5.3

DISCLOSURE MATERIALS

None

<PAGE>

SCHEDULE 5.5

FINANCIAL STATEMENTS

1995 Annual Report:
- - ------------------

Consolidated Balance Sheets as of March 31, 1994 and 1995
Consolidated Statements of Income for Fiscal Years ended
March 31, 1993 through 1995
Consolidated Statements of Stockholders' Equity for Fiscal
Years ended March 31, 1992 through 1995
Consolidated Statements of Cash Flows for Fiscal Years ended
March 31, 1993 through 1995

Form 10-Q - December 31, 1995:
- - -----------------------------

Consolidated Condensed Balance Sheets as of March 31, 1995
and December 31, 1995
Consolidated Statements of Income for Three Months ended
December 31, 1994 and 1995
Consolidated Statements of Income for Nine Months ended
December 31, 1994 and 1995
Consolidated Condensed Statements of Cash Flows for Nine
Months ended December 31, 1994 and 1995

<PAGE>

SCHEDULE 5.14

USE OF PROCEEDS

The proceeds of the sale of the Notes will be used to
repay existing bank Indebtedness of the Company specified in
Schedule 5.15 and for general corporate purposes.

<PAGE>

EXHIBIT 1

[FORM OF NOTE]

COMPUTER ASSOCIATES INTERNATIONAL, INC.

6.77% SENIOR NOTE DUE APRIL 4, 2003

No. [_____]
[Date]
$[_______] PPN 204912 A* 0

FOR VALUE RECEIVED, the undersigned, COMPUTER
ASSOCIATES INTERNATIONAL, INC. (herein called the "Company"), a
corporation organized and existing under the laws of the State of
Delaware, hereby promises to pay to [______________________], or
registered assigns, the principal sum of
[________________________] DOLLARS on April 4, 2003, with
interest (computed on the basis of a 360-day year of twelve 30-
day months) (a) on the unpaid balance thereof at the rate of
6.77% per annum from the date hereof, payable semiannually, on
the 4th day of April and October in each year, commencing with
the April or October next succeeding the date hereof, until the
principal hereof shall have become due and payable, and (b) to
the extent permitted by law on any overdue payment (including any
overdue prepayment) of principal, any overdue payment of interest
and any overdue payment of any Make-Whole Amount (as defined in
the Note Purchase Agreements referred to below), payable
semiannually as aforesaid (or, at the option of the registered
holder hereof, on demand), at a rate per annum from time to time
equal to the greater of (i) 7.77% or (ii) 1% over the rate of
interest publicly announced by Mellon Bank, N.A. from time to
time in Pittsburgh, Pennsylvania as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-
Whole Amount with respect to this Note are to be made in lawful
money of the United States of America at the office of Mellon
Bank, N.A. located at 65 East 55th Street, New York, New York
10022 or at such other place as the Company shall have designated
by written notice to the holder of this Note as provided in the
Note Purchase Agreements referred to below.

This Note is one of a series of Senior Notes (herein
called the "Notes") issued pursuant to separate Note Purchase
Agreements, dated as of April 1, 1996 (as from time to time
amended, the "Note Purchase Agreements"), between the Company and
the respective Purchasers named therein and is entitled to the
benefits thereof. Each holder of this Note will be deemed, by
its acceptance hereof, (i) to have agreed to the confidentiality
provisions set forth in Section 20 of the Note Purchase
Agreements and (ii) to have made the representation set forth in
Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the
Note Purchase Agreements, upon surrender of this Note for
registration of transfer, duly endorsed, or accompanied by a
written instrument of transfer duly executed, by the registered
holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued
to, and registered in the name of, the transferee. Prior to due
presentment for registration of transfer, the Company may treat
the person in whose name this Note is registered as the owner

<PAGE> 2

hereof for the purpose of receiving payment and for all other
purposes, and the Company will not be affected by any notice to
the contrary.

The Company will make required prepayments of principal
on the dates and in the amounts specified in the Note Purchase
Agreements. This Note is also subject to optional prepayment, in
whole or from time to time in part, at the times and on the terms
specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase
Agreements, occurs and is continuing, the principal of this Note
may be declared or otherwise become due and payable in the
manner, at the price (including any applicable Make-Whole Amount)
and with the effect provided in the Note Purchase Agreements.

This Note shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the law
of the State of New York excluding choice-of-law principles of
the law of such State that would require the application of the
laws of a jurisdiction other than such State.

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By________________________________
Title:

<PAGE>

April 4, 1996

To the several Purchasers
listed on the attached schedule

Dear Sirs:

I am Senior Vice President and General Counsel of Computer Associates
International, Inc., a Delaware corporation (the "Company"), and am familiar
with the proceedings taken by the Company in connection with the issuance and
sale to each of you (the "Purchasers") today by the Company of $320,000,000
aggregate principal amount of the Company's 6.77% Senior Notes due April 4,
2003 (the "Notes"), pursuant to the Note Purchase Agreements, dated as of
April 1, 1996 (the "Note Purchase Agreements"), between the Company and each
of the Purchasers. This opinion is delivered to each of you pursuant to
Section 4.4(a) of the Note Purchase Agreements. Capitalized terms used herein
and not defined herein have the respective meanings specified in the Note
Purchase Agreements.

I have reviewed the Note Purchase Agreements and the Notes, and such
corporate records, certificates and other documents, and such questions of
law, as I have deemed necessary or appropriate for the purposes of this
opinion.

I have assumed that all signatures are genuine, that all documents
submitted to me as originals are authentic and that all copies of documents
submitted to me conform to the originals. I have assumed further the accuracy
of each of the representations and warranties of the parties (other than the
Company) to the Note Purchase Agreements and the statements set forth in the
letter, dated March 29, 1996, delivered by CS First Boston Corporation and
J.P. Morgan Securities Inc. to the Company. I have assumed further that each
of the parties (other than the Company) to the Note Purchase Agreements has
duly executed and delivered each of the foregoing documents to which it is
a party.

Based upon the foregoing, and subject to the qualifications set forth
below, I am of the opinion that:

(1) The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware. Each domestic
Material Subsidiary is a corporation or other legal entity duly organized,
validly existing and in good standing under the laws of its jurisdiction of
organization.

<PAGE>
(2) Each of the Company and its domestic Material Subsidiaries is duly
qualified as a foreign corporation and is in good standing in each
jurisdiction in which such qualification is required by law, other than those
jurisdictions as to which the failure to be so qualified or in good standing
would not, individually or in the aggregate, reasonably expected to have a
Material Adverse Effect.

(3) The Company has the corporate power and authority to execute and
deliver the Note Purchase Agreements, to issue and sell the Notes and to
perform its obligations under the Note Purchase Agreements and the Notes.

(4) Each of the Note Purchase Agreements and the Notes has been duly
authorized by all necessary corporate action on the part of the Company, has
been executed and delivered by a duly authorized officer of the Company, and
constitutes the legal valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.

(5) The execution, delivery and performance by the Company of the Note
Purchase Agreements and the Notes will not (a) contravene, result in any
breach of, or constitute a default under or result in the creation of any
Lien in respect of any property of the Company under, (i) the Certificate of
Incorporation or by-laws of the Company or (ii) to the best of my knowledge,
any indenture, mortgage deed of trust, loan, purchase or credit agreement or
lease, or any other Material agreement or instrument to which the Company is
bound or affected, (b) conflict with or result in a breach of any of the
terms, conditions or provisions of any order, judgment, decree or
ruling of any court, arbitrator or Governmental Authority applicable to the
Company or (c) violate any provision of any statute, rule or regulation of
any Governmental Authority applicable to the Company.

(6) No consent, approval or authorization of, or registration, filing
or declaration with, any Governmental Authority of the United States of
America, or the State of New York, or under the General Corporation Law of
the State of Delaware, is required in connection with the execution,
delivery or performance by the Company of the Note Purchase Agreements or the
Notes.

(7) There are no actions, suits or proceedings pending or, to the best
of my knowledge, threatened against or affecting the Company or any
Subsidiary or any property of the Company or any Subsidiary in any court or
before any arbitrator of any kind or before or by any Governmental Authority
(i) questioning the validity of the Note Purchase Agreements or the Notes
or (ii) that, individually or in the aggregate, would reasonably be expected
to have a Material Adverse Effect.

(8) Registration of the Notes under the Securities Act of 1933, as
amended (the "1933 Act"), and qualification of an indenture with respect to
the Notes under the Trust Indenture Act of 1939, as amended, is not required
for the offer and sale of the Notes in the manner contemplated by the Note
Purchase Agreements.

<PAGE>

(9) The Company is not an "investment company" or a company
"controlled" by an "investment company", within the meaning of the Investment
Company Act of 1940, as amended.

(10) Neither the issuance of the Notes nor the intended use of the
proceeds of the Notes (as set forth in Schedule 5.14 to the Note Purchase
Agreements) will violate Regulations G, T, or X of the Board of Governors of
the Federal Reserve System.

The foregoing opinion is subject to the following qualifications:

(a) The enforceability of the Note Purchase Agreements and the Note
is subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other laws of general applicability relating to or affecting
creditors' rights and remedies and to general equity principles.

(b) The enforceability of rights and remedies in the Note Purchase
Agreements and the Notes is subject to the exercise by the Purchasers of
commercial reasonableness, acting in good faith.

(c) For purposes of the opinion set forth in paragraph (8), I express
no opinion as to when or under what circumstances the Notes may be reoffered
or resold in the United States, its territories and possessions or to U.S.
Persons (as defined in Rule 902 under the 1933 Act).

Also, I have relied as to certain factual matters on information
obtained from public officials and other sources believed by me to be
responsible.

I am a member of the bar of the State of New York. I do not purport
to be expert in, and do not express any opinion on, any laws other than the
laws of the State of New York, the General Corporation Law of the State of
Delaware and the Federal laws of the United States of America.

Sincerely yours,

/s/Steven M. Woghin
Steven M. Woghin
Senior Vice President and
General Counsel

SMW/gg

<PAGE>
EXHIBIT 4.4(b)

FORM OF OPINION OF SPECIAL COUNSEL
TO THE PURCHASERS

April 4, 1996

Re: Computer Associates International, Inc.
6.77% Senior Notes due April 4, 2003

To the several Purchasers
listed in Schedule A
to the within-mentioned Note
Purchase Agreements

Ladies and Gentlemen:

We have acted as your special counsel in connection
with the issuance by Computer Associates International, Inc. (the
"Company") of its 6.77% Senior Notes due April 4, 2003 in an
aggregate principal amount of $320,000,000 (the "Notes"), and the
purchases by you pursuant to the several Note Purchase Agreements
dated as of April 1, 1996 (the "Note Purchase Agreements") made
by you with the Company of Notes in the respective aggregate
principal amounts set forth in Schedule A to the Note Purchase
Agreements. All capitalized terms used herein without definition
shall have the meanings ascribed thereto in the Note Purchase
Agreements.

We have examined originals or copies authenticated to
our satisfaction of all such corporate records of the Company,
agreements and other instruments, certificates of public
officials and of officers and representatives of the Company, and
such other documents, as we have deemed necessary in connection
with the opinions hereinafter expressed. In such examination, we
have assumed the genuineness of all signatures, the authenticity
of documents submitted to us as originals and the conformity with
the authentic originals of all documents submitted to us as
copies. As to questions of fact material to such opinions we

<PAGE> 2

have, when relevant facts were not independently established,
relied upon the representations set forth in the Note Purchase
Agreements and upon certifications by officers or other
representatives of the Company.

In addition, we attended the closing held today at our
office at which you purchased and made payment for Notes in the
respective aggregate principal amounts to be purchased by you,
all in accordance with the Note Purchase Agreements.

Based upon the foregoing and having regard for legal
considerations that we deem relevant, we render you our opinion
pursuant to Section 4.4(b) of the Note Purchase Agreements as
follows:

1. The Company is a corporation validly existing and
in good standing under the laws of the State of Delaware and
has the corporate power to execute and deliver the Note
Purchase Agreements and the Notes and to perform its
obligations thereunder.

2. The Note Purchase Agreements have been duly
authorized, executed and delivered by the Company and
constitute legal, valid and binding agreements of the
Company, enforceable against the Company in accordance with
their terms.

3. The Notes being purchased by you today have been
duly authorized, executed and delivered by the Company and
constitute legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with
their terms.

4. No consent, approval or authorization of, or
registration, filing or declaration with, any New York State
or United States Federal Governmental Authority is required
for the validity of the execution and delivery or for the
performance by the Company of the Note Purchase Agreements
or said Notes.

5. It was not necessary in connection with the
offering, sale and delivery of said Notes, under the
circumstances contemplated by the Note Purchase Agreements,
to register said Notes under the Securities Act or to
qualify an indenture in respect of the Notes under the Trust
Indenture Act of 1939, as amended.

6. The opinion of Steven M. Woghin, General Counsel
of the Company, dated the date hereof and delivered to you
pursuant to Section 4.4(a) of the Note Purchase Agreements,
is satisfactory to us in form and scope with respect to the
matters specified therein and we believe that you are
justified in relying thereon.

The opinions expressed in paragraphs 2 and 3 above as
to the enforceability of any agreement or instrument in
accordance with its terms are subject to the exception that such
enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws affecting the enforcement of creditors' rights
generally and by general equitable principles (regardless of
whether such enforceability is considered in a proceeding in
equity or at law).

We wish to point out that provisions of the Note
Purchase Agreements that permit you or any other holder of a Note
to take action or make determinations or to benefit from
indemnities or similar undertakings of the Company may be subject
to a requirement that such action be taken or such determinations
be made, and that any action or inaction by any of you or any
other holder of a Note that may give rise to a request for
payment under such an undertaking be taken or not taken, on a
reasonable basis and in good faith.

We do not herein express any opinion as to any matters
governed by any laws other than the Federal laws of the United
States of America, the laws of the State of New York and the
General Corporation Law of the State of Delaware.

Very truly yours,

/s/Milbank, Tweed, Hadley, and McLoy
------------------------------------

MMI/DAS

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<PERIOD-START> APR-30-1995
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0
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