SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Fiscal Year ended March 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______ to _________
Commission file number 0-10180
COMPUTER ASSOCIATES SAVINGS HARVEST PLAN
(Full title of the Plan)
Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, NY 11788-7000
(Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office)
<PAGE>
ITEM 1. Financial Statements and Exhibits.
(a) The financial statements filed herewith consist of the
following:
Report of Independent Auditors F-1
Statement of Net Assets Available for Benefits
March 30, 1997 and 1996 F-2
Statements of Changes in Net Assets Available for
Benefits Years Ended March 30, 1997 and 1996 F-4
Notes to Financial Statements - March 30, 1997 F-6
ITEM 27a - Schedule of Assets Held for Investment purposes
as of March 30, 1997 F-13
ITEM 27d - Schedule of Reportable Transactions as of
March 30, 1997 F-14
(b) The exhibits filed in connection with this Annual Report
are as follows:
Exhibit Number Document
Exhibit 23(a) Consent of Ernst & Young
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the members of the Plan Committee (who administer the
Computer Associates Savings Harvest Plan) have duly caused this
Annual Report to be signed by the undersigned thereunto duly
authorized.
COMPUTER ASSOCIATES
SAVINGS HARVEST PLAN
Date: September 25, 1996 By:/s/Peter Schwartz
------------------
Peter Schwartz
Member, Plan Committee
<PAGE>
Financial Statements and Schedules
Computer Associates Savings Harvest Plan
Years ended March 30, 1997 and 1996
with Report of Independent Auditors
<PAGE>
<TABLE>
Computer Associates Savings Harvest Plan
Financial Statements and Schedules
Years ended March 30, 1997 and 1996
<CAPTION>
Contents
<S> <C>
Report of Independent Auditors 1
Financial Statements
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 4
Notes to Financial Statements 6
Schedules
Item 27(a) - Schedule of Assets Held for Investment Purposes 13
Item 27(d) - Schedule of Reportable Transactions 14
</TABLE>
<PAGE>
Schedules
<PAGE> 1
Report of Independent Auditors
Administrative Committee
Computer Associates Savings Harvest Plan
We have audited the accompanying statements of net assets available for
benefits of Computer Associates Savings Harvest Plan as of March 30,
1997 and 1996, and the related statements of changes in net assets
available for the benefits for the years then ended. These financial
statements are the responsibility of the Plans management. Our
responsibility is to express an opinion on these financial statements
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 financial statements referred to above present
fairly, in all material respects, the net assets available for benefits
of the Computer Associates Savings Harvest Plan at March 30, 1997 and
1996, and the changes in its net assets available for benefits for the
years then ended, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental
schedules 27(a) schedule of assets held for investment purposes as of
March 30, 1997 and 27(d) schedule of reportable transactions for the
year ended March 30, 1997, are presented for purposes of complying with
the Department of Labors Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974,
and are not a required part of the financial statements. The
supplemental schedules have been subjected to the auditing procedures
applied in our audit of the 1997 financial statements and, in our
opinion, are fairly stated in all material respects in relation to the
1997 financial statements taken as a whole.
September 15, 1997
<PAGE> 2
<TABLE>
Computer Associates Savings Harvest Plan
Statement of Net Assets Available for Benefits
March 30, 1997
<CAPTION>
U.S. Equity Growth and Computer Retirement
Intermediate Puritan Index Magellan Income Associates Money Market Participant
Total Bond Fund Fund Portfolio Fund Portfolio Stock Fund Portfolio Loans Fund
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments,
at fair
value $345,246,903 $17,230,435 $44,659,246 $26,241,453 $32,326,423 $33,061,068 $153,194,518 $38,533,760
Loans
receivable from
employees 9,748,596 $9,748,596
Contributions
receivable:
Computer
Associates
International
Inc. 11,592,381 11,592,381
----------------------------------------------------------------------------------------------------------------
Total assets 366,587,880 17,230,435 44,659,246 26,241,453 32,326,423 33,061,068 164,786,899 38,533,760 9,748,596
----------------------------------------------------------------------------------------------------------------
Net assets
available
for benefits $366,587,880 $17,230,435 $44,659,246 $26,241,453 $32,326,423 $33,061,068 $164,786,899 $38,533,760 $9,748,596
================================================================================================================
<FN>
See accompanying notes.
</TABLE>
<PAGE> 3
<TABLE>
Computer Associates Savings Harvest Plan
Statement of Net Assets Available for Benefits
March 30, 1996
<CAPTION>
U.S. Equity Growth and Computer Retirement
Intermediate Puritan Index Magellan Income Associates Money Market Participant
Total Bond Fund Fund Portfolio Fund Portfolio Stock Fund Portfolio Loans Fund
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments,
at fair
value $398,299,929 $22,818,847 $53,919,515 $20,922,304 $52,694,872 $26,850,494 $162,934,025 $58,159,872
Loans
receivable from
employees 9,590,175 $9,590,175
Contributions
receivable:
Computer
Associates
International
Inc. 16,529,376 16,529,364 12
----------------------------------------------------------------------------------------------------------------
Total assets 424,419,480 22,818,847 53,919,515 20,922,304 52,694,872 26,850,494 179,463,389 58,159,884 9,590,175
----------------------------------------------------------------------------------------------------------------
Net assets
available
for benefits $424,419,480 $22,818,847 $53,919,515 $20,922,304 $52,694,872 $26,850,494 $179,463,389 $58,159,884 $9,590,175
================================================================================================================
<FN>
See accompanying notes.
</TABLE>
<PAGE> 4
<TABLE>
Computer Associates Savings Harvest Plan
Statement of Changes in Net Assets Available for Benefits
Year ended March 30, 1997
<CAPTION>
U.S. Equity Growth and Computer Retirement
Intermediate Puritan Index Magellan Income Associates Money Market Participant
Total Bond Fund Fund Portfolio Fund Portfolio Stock Fund Portfolio Loans Fund
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions
Contributions:
Computer
Associates
International,
Inc. $ 11,628,366 $ 290,866 $ 649,514 $ 416,269 $ 810,130 $ 701,164 $ 13,022,371 $ (4,261,948)$
Employees 8,189,022 1,010,009 2,386,412 1,722,230 3,166,087 2,927,345 6,060,440 (9,083,501)
Interest income
from investment 21,286,436 1,412,399 6,279,134 726,820 8,069,690 1,768,975 253,100 2,776,318
Net realized
and unrealized
appreciation
(depreciation)
in fair value
of investments (27,891,719) (479,381) (544,902) 3,594,830 (4,215,570) 2,691,058 (28,937,754)
Transfer from
other plans 466,518 419,679 46,839
----------------------------------------------------------------------------------------------------------------
Total additions 13,678,623 2,233,893 8,770,158 6,460,149 7,830,337 8,088,542 ( 9,601,843)(10,149,452) 46,839
Deductions
Withdrawals and
distributions (71,383,710) (4,109,393)(11,820,192) (3,522,806)(14,233,903) (6,445,344) (16,531,198)(13,644,033) (1,076,841)
Interfund
transfers, net (3,708,852) (6,203,974) 2,382,713 (13,962,939) 4,570,344 11,460,486 4,273,799 1,188,423
Administrative
expenses (126,513) (4,060) (6,261) (907) (1,944) (2,968) (3,935) (106,438)
----------------------------------------------------------------------------------------------------------------
Total
(deductions)
additions (71,510,223) (7,822,305)(18,030,427) (1,141,000)(28,198,786) (1,877,968) (5,074,647) (9,476,672) 111,582
================================================================================================================
Net additions
(deductions) (57,831,600) (5,588,412)( 9,260,269) 5,319,149 (20,368,449) 6,210,574 (14,676,490)(19,626,124) 158,421
Net assets
available
for benefits
at beginning
of year 424,419,480 22,818,847 53,919,515 20,922,304 52,694,872 26,850,494 179,463,389 58,159,884 9,590,175
----------------------------------------------------------------------------------------------------------------
Net assets
available
for benefits
at end of
year $366,587,880 $17,230,435 $44,659,246 $26,241,453 $32,326,423 $ 33,061,068 $164,786,899 $38,533,760 $9,748,596
================================================================================================================
<FN>
See accompanying notes.
</TABLE>
<PAGE> 5
<TABLE>
Computer Associates Savings Harvest Plan
Statement of Changes in Net Assets Available for Benefits
Year ended March 30, 1996
<CAPTION>
U.S. Equity Growth and Computer Retirement
Intermediate Puritan Index Magellan Income Associates Money Market Participant
Total Bond Fund Fund Portfolio Fund Portfolio Stock Fund Portfolio Loans Fund
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions
Contributions:
Computer
Associates
International,
Inc. $ 19,790,229 $ 381,171 $ 767,204 $ 342,398 $ 943,182 $ 603,760 $ 17,518,295 $ ( 765,781)$
Employees 35,861,049 1,346,484 2,805,215 1,396,309 4,004,080 2,478,992 4,344,268 19,485,701
Interest income
from investment 11,951,440 1,459,072 2,900,995 550,506 3,432,148 1,229,913 247,958 2,130,848
Net realized
and unrealized
appreciation
in fair value
of investments 95,412,986 217,078 6,437,803 4,150,264 4,614,843 4,519,934 75,473,064
Transfer from
other plans 44,722,875 4,386,601 11,665,316 19,534,997 7,444,453 1,691,508
----------------------------------------------------------------------------------------------------------------
Total additions 207,738,579 7,790,406 24,576,533 6,439,477 32,529,250 8,832,599 97,583,585 28,295,221 1,691,508
Deductions
Withdrawals and
distributions (27,740,675) (1,686,679)( 4,190,512) (1,104,688)( 5,183,540) (1,835,053) ( 5,888,672)( 6,951,273) ( 900,258)
Interfund
transfers, net (2,684,749) (7,330,389) 1,834,083 1,220,019 5,630,115 ( 6,542,772) 6,730,663 1,143,030
Administrative
expenses (181,211) (5,182) (7,419) (584) (1,514) (2,660) (3,168) (160,684)
----------------------------------------------------------------------------------------------------------------
Total
(deductions)
additions (27,921,886) (4,376,610)(11,528,320) 728,811 ( 3,965,035) 3,792,402 (12,434,612) ( 381,294) 242,772
================================================================================================================
Net additions 179,816,693 3,413,796 13,048,213 7,168,288 28,564,215 12,625,001 85,148,973 27,913,927 1,934,280
Net assets
available
for benefits
at beginning
of year 244,602,787 19,405,051 40,871,302 13,754,016 24,130,657 14,225,493 94,314,416 30,245,957 7,655,895
----------------------------------------------------------------------------------------------------------------
Net assets
available
for benefits
at end of
year $424,419,480 $22,818,847 $53,919,515 $20,922,304 $52,694,872 $ 26,850,494 $179,463,389 $58,159,884 $9,590,175
================================================================================================================
<FN>
See accompanying notes.
</TABLE>
<PAGE> 6
Computer Associates Savings Harvest Plan
Notes to Financial Statements
March 30, 1997
1. Description of the Plan
General
The following description of the Computer Associates Savings Harvest
Plan (the Plan) provides only general information. Participants should
refer to the Plan document for a more complete description of the Plans
provisions.
The Plan is a defined contribution plan covering all eligible salaried
employees. The Plan has been amended to allow an employee to participate
in the Plan with respect to employee contributions as of the first of
the month following date of hire. This change was effective November 1,
1995. Eligibility with respect to employer matching and discretionary
contributions occurs in the month following completion of one full year
of service to Computer Associates International, Inc. (the Company). The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
As a result of an acquisition by the Plan sponsor, the assets of the
Preferred Systems, Inc. 401(k) Savings Plan were transferred into the
Plan during the Plan year ended March 30, 1997. Substantially all the
assets of the Legent Retirement Security were transferred into the Plan
during the Plan year end March 30, 1996, with the remaining assets being
transferred into the Plan during the Plan year ended March 30, 1997. The
Plan sponsor also acquired Cheyenne Software, Inc. during the plan year
ended March 30, 1997, however the assets of the Cheyenne Software, Inc.
401(k) Plan were not transferred into the Plan until the first quarter
of the 1998 Plan year. The Plan has been amended for these acquisitions.
Contributions
During each payroll period, Plan participants may elect to contribute a
percentage of their base compensation ranging from 2% to 15%. Each
participant can change this election at any time but not more than once
quarterly.
To comply with the Tax Reform Act of 1986, pre-tax contributions elected
by any participant may not exceed $9,500 and $9,240 for the calendar
years ended December 31, 1996 and 1995, respectively. Participants may
contribute on an after-tax basis as well.
<PAGE> 7
Computer Associates Savings Harvest Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
For eligible participants, the Company makes a matching contribution to
the Plan on behalf of each participant equal to 50% of such participants
contribution up to a maximum of 2.5% of the participants base
compensation. (Contributions are subject to certain IRS limitations).The
matching contributions for the years ended March 30, 1997 and 1996 were
$4,946,628 and $4,543,334, respectively. During the 1997 Plan year,
substantially all matching contributions were funded from Plan
forfeitures.
In addition to its matching contribution, the Company may contribute to
the Plan on behalf of eligible participants, a discretionary
contribution in an amount that the Board of Directors of the Company
may, in its sole discretion, determine. The discretionary contributions
for the years ended March 30, 1997 and 1996 were $15,592,381 and
$16,529,376, respectively. The discretionary contribution is allocated
to each participant generally in the same ratio that the participants
base compensation for the Plan year bears to the base compensation of
all participants for such Plan year. The discretionary contribution for
the year ended March 30, 1997 was funded with $4,000,000 from Plan
forfeitures and 263,463 common shares of the Company valued at
$11,592,381. The Plan was amended during the year to allow for the use
of forfeitures for company discretionary contributions. The
discretionary contribution for the year ended March 30, 1996 included
228,385 common shares of the Company valued at $16,529,364.
Participant Accounts
A separate account is established and maintained in the name of each
participant and reflects the participants balance invested therein.
Such balance includes earnings and losses allocated to the participants
accounts based upon the percentage investment of the account balance to
the total fund balances.
<PAGE> 8
Computer Associates Savings Harvest Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Vesting
The matching and discretionary contributions made by the Company vest as
follows:
<3 years of service 0% Vested
>3 but <4 years of service 20% Vested
>4 but <5 years of service 40% Vested
>5 but <6 years of service 60% Vested
>6 but <7 years of service 80% Vested
>7 years of service 100% Vested
In addition, 100% vesting occurs upon death or total disability of a
participant, upon attainment of normal retirement age, or upon
termination of the Plan.
Investment Options
The assets of the Plan are invested by Fidelity in seven separate funds:
Fidelity Intermediate Bond Fund, which invests in high and upper
medium grade fixed income obligations with intermediate maturities.
Fidelity Puritan Fund, which invests in a wide variety of
securities of U.S. and foreign issuers, including some emerging
markets.
Fidelity Magellan Fund, which invests in common stock and
securities convertible to common stock.
Fidelity Growth and Income Portfolio, which invests in common
stock, securities convertible to common stock, preferred stock and
fixed income securities.
U.S. Equity Index, which invests primarily in the common stock of
the 500 companies that make up the S&Ps 500 index.
Computer Associates Stock Fund, which is invested in the common
stock of the Company.
<PAGE> 9
Computer Associates Savings Harvest Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Fidelity Retirement Money Market Portfolio, which invests in high
quality, U.S. dollar denominated money market instruments.
Participants may direct future contributions or transfer their current
investment balances between funds on a daily basis in increments of 1%.
Effective May 1, 1997, the Company added the Fidelity Diversified
International Fund to the investment options available to Plan
participants. The Fidelity Diversified International Fund is invested
primarily in stocks outside the United States that are included in the
Morgan Stanley EAFE Index.
Payment of Benefits
The Plan provides for benefit distributions to Plan participants or
their beneficiaries upon the participants retirement, termination of
employment or death. Any participant may apply to withdraw all or part
of his/her vested account balance subject to specific hardship
withdrawal provision criteria in the Plan and the approval of the Plan
Committee.
Participant Loans Receivable
Any participant may take a loan from his/her account based upon certain
provisions of the Plan being met. Upon the death, retirement or
termination of employment of the participant, the Plan may deduct the
total unpaid balance or any portion thereof from any payment or
distribution to which the participant or his beneficiaries may be
entitled. Loans bear interest at market rates and are fixed at the time
the loan is applied for. The rate at March 30, 1997 was 9.25%. All loans
must be repaid in equal bimonthly installments. Loans generally extend
from one to five years.
Expense Allocation
To the extent that the costs of recordkeeping and administration of the
funds are not covered by Plan forfeitures, they are borne by the Plan
sponsor, (the Company). Such costs for Plan years 1997 and 1996 were
$98,002 and $152,711, respectively, and were covered by Plan
forfeitures.
<PAGE> 10
Computer Associates Savings Harvest Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
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. Actual results could differ from those
estimates.
2. Significant Accounting Policies
Valuation of Investments
Investments in Fidelity funds and Computer Associates Stock Fund are
stated at fair value based upon quoted prices in published sources.
The realized net gain or loss on sale of investments is the difference
between the proceeds received and the average cost of investments sold.
The unrealized net gain or loss is the difference between the fair value
and the cost of investments for each year. These combined amounts are
included in the statement of changes in net assets available for
benefits.
<PAGE> 11
Computer Associates Savings Harvest Plan
Notes to Financial Statements (continued)
3. Investments
The following investments represent 5% or more of the Plans net assets
at March 30, 1997, which are represented at fair value as determined by
quoted market prices.
<TABLE>
<CAPTION>
Number
of Units Fair Value
------------------------
<S> <C> <C>
Intermediate Bond Fund 1,740,448 $ 17,230,435
Puritan Fund 2,575,504 44,659,246
U.S. Equity Index Portfolio 952,849 26,241,453
Magellan Fund 403,073 32,326,423
Growth and Income Portfolio 1,067,175 33,061,068
Computer Associates Stock Fund 4,166,291 153,194,518
Retirement Money Market Portfolio 38,533,760 38,533,760
</TABLE>
4. Income Tax Status
The Internal Revenue Service has ruled that the Plan qualifies under
Section 401(a) of the Internal Revenue Code (the Code), and its
related trust is therefore exempt from Federal income tax under Section
501 of the Code. The Plan was restated in its entirety effective March
31, 1992. The Company has received a favorable tax determination letter
from the Internal Revenue Service dated June 12, 1995 and is in
compliance with the Tax Reform Act of 1986. The Company is not aware of
any course of action or series of events that might adversely affect the
qualified status of the Plan.
<PAGE> 12
Computer Associates Savings Harvest Plan
Notes to Financial Statements (continued)
5. Reconciliation of Financial Statements to form 5500
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
March
30,1997
-------------
<S> <C>
Net assets available for benefits per the
financial statements $ 366,587,880
Amounts allocated to withdrawing participants 3,628,748
-------------
Net assets available for benefits per the Form 5500 $ 362,959,132
=============
</TABLE>
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year ended
March
30, 1997
-------------
<S> <C>
Benefits paid to participants per the financial
statements $ 71,383,710
Add: Amounts allocated to withdrawing participants
at March 30, 1997 3,628,748
Less: Amounts allocated to withdrawing participants
at March 30, 1996 2,210,178
-------------
Benefits paid to participants per the form 5500 $ 72,802,280
=============
</TABLE>
<PAGE>
Schedules
<PAGE> 13
<TABLE>
Computer Associates Savings Harvest Plan
Item 27(a) Schedule of Assets Held for Investment Purposes
March 30, 1997
<CAPTION>
Identity of Issue, Borrower, Number Current
Lessor or Similar Party of Units Cost Value
- ---------------------------------------------------------------------
<S> <C> <C> <C>
Fidelity Intermediate Bond Fund 1,740,448 $ 18,099,299 $ 17,230,435
Fidelity Puritan Fund 2,575,504 41,919,792 44,659,246
Fidelity U.S. Equity Index
Portfolio 952,848 20,008,262 26,241,453
Fidelity Magellan Fund 402,072 31,759,428 32,326,423
Fidelity Growth and Income
Portfolio 1,067,175 28,197,797 33,061,068
Fidelity Retirement Money
Market Portfolio 38,533,760 38,533,760 38,533,760
Computer Associates Stock Fund 4,166,290 122,713,972 153,194,518
Participant Loans* 9,748,596 9,748,596
-------------------------
Total $310,980,906 $354,995,499
<FN>
*Details available upon request.
</TABLE>
<PAGE> 14
<TABLE>
Computer Associates Savings Harvest Plan
Item 27(d) Schedule of Reportable Transactions
Year ended March 30, 1997
<CAPTION>
Number of Purchase Number Sales Cost of Net Gain
Identity of Party Involved Purchases Price of Sales Price Assets (Loss)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Category (iii) a series of
security transactions in
excess of 5% of plan assets
Computer Associates Stock Fund 252 $219,829,909 251 $200,631,662 $168,960,371 $31,671,291
Magellan Fund 251 27,234,423 247 43,387,302 44,217,773 (830,471)
Growth and Income Portfolio 252 35,893,420 243 32,373,904 30,484,011 1,889,893
Retirement Money Market
Portfolio 254 150,953,244 252 170,579,356 170,579,356
Puritan Fund 249 18,315,441 236 27,030,808 25,729,708 1,301,100
U.S. Equity Index Portfolio 251 17,271,728 234 15,547,409 13,682,759 1,864,650
<FN>
There were no category (i), (ii) or (iv) reportable transactions during
the period ended March 30, 1997.
</TABLE>
Exhibit 23 (a)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-20797 and the Post Effective Amendment No. 1
to the said Registration Statement and Form S-8 No. 333-04801)
pertaining to the Computer Associates Savings Harvest Plan of Computer
Associates International, Inc. and in the related prospectus of our
report dated September 15, 1997 with respect to the financial statements
and schedules of the Computer Associates Savings Harvest Plan included
in its Annual Report (Form 11-K) for the year ended March 30, 1997.
Ernst & Young LLP
New York, New York
September 25, 1997
