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, 1998
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 1-9247
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, 1998 and 1997 F-2
Statements of Changes in Net Assets Available for
Benefits Years Ended March 30, 1998 and 1997 F-4
Notes to Financial Statements March 30, 1998 F-6
ITEM 27a Schedule of Assets Held for Investment purposes
As of March 30, 1998 F-13
ITEM 27d Schedule of Reportable Transactions as of
March 30, 1998 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, 1998 By: /s/ Ira Zar
----------------------
Ira Zar
Member, Plan Committee
<PAGE>
Financial Statements and Schedules
Computer Associates Savings Harvest Plan
Years ended March 30, 1998 and 1997
with Report of Independent Auditors
<PAGE>
<TABLE>
Computer Associates Savings Harvest Plan
Financial Statements and Schedules
Years ended March 30, 1998 and 1997
<CAPTION>
Contents
<S> <C>
Report of Independent Auditors 1
Audited 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 27a Schedule of Assets Held for Investment Purposes 13
Item 27d Schedule of Reportable Transactions 14
</TABLE>
Party-in-interest transactions: A schedule of party-in-interest transactions
has not been presented because there were no party-in-interest transactions
which are prohibited by ERISA Section 406 and for which there is no statutory
or administrative exemption.
<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 (the Plan) as of March
30, 1998 and 1997, and the related statements of changes in net assets
available for 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 Plan at
March 30, 1998 and 1997, 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 performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment purposes as of March 30, 1998, and
reportable transactions for the year then ended, 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 financial statements and, in our opinion, are fairly
stated in all material respects in relation to the financial statements taken
as a whole.
August 27, 1998
<PAGE> 2
<TABLE>
Computer Associates Savings Harvest Plan
Statement of Net Assets Available for Benefits
March 30, 1998
<CAPTION>
U.S. Equity Growth and Computer Retirement Diversified Participant
Intermediate Puritan Index Magellan Income Associates Money Market International Loans
Total Bond Fund Fund Portfolio Fund Portfolio Stock Fund Portfolio Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments,
at fair
value $575,333,126 $18,990,952 $53,662,491 $44,142,965 $45,571,421 $56,558,178 $294,116,810 $57,398,828 $4,891,481
Loans
receivable
from
employees 9,138,599 $9,138,599
Contributions
receivable:
Computer
Associates
International
Inc. 16,864,631 16,864,631
-----------------------------------------------------------------------------------------------------------------------
Total assets 601,336,356 18,990,952 53,662,491 44,142,965 45,571,421 56,558,178 310,981,441 57,398,828 4,891,481 9,138,599
-----------------------------------------------------------------------------------------------------------------------
Net assets
available
for
benefits $601,336,356 $18,990,952 $53,662,491 $44,142,965 $45,571,421 $56,558,178 $310,981,441 $57,398,828 $4,891,481 $9,138,599
<FN>
See accompanying notes.
</TABLE>
<PAGE> 3
<TABLE>
Computer Associates Savings Harvest Plan
Statement of Net Assets Available for Benefits
March 30, 1997
<CAPTION>
U.S. Equity Growth and Computer Retirement Participant
Intermediate Puritan Index Magellan Income Associates Money Market Fund
Total Bond Fund Fund Portfolio Fund Portfolio Stock Fund Portfolio Loans
<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> 4
<TABLE>
Computer Associates Savings Harvest Plan
Statement of Changes in Net Assets Available for Benefits
Year ended March 30, 1998
<CAPTION>
U.S. Equity Growth and Computer Retirement Diversified Participant
Intermediate Puritan Index Magellan Income Associates Money Market International Loans
Total Bond Fund Fund Portfolio Fund Portfolio Stock Fund Portfolio Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions
Contributions:
Computer
Associates
International,
Inc. $ 19,137,875 $ 245,719 $ 594,658 $ 516,009 $ 686,796 $ 790,695 $18,579,437 $(2,330,755) $ 55,316 $
Employees 29,738,401 1,001,354 2,353,951 2,755,256 3,158,122 3,949,783 8,131,428 7,970,876 417,631
Interest and
dividend income 15,279,736 1,227,526 4,295,879 892,618 2,745,809 2,363,559 259,399 3,359,702 135,244
Net realized
and unrealized
appreciation
in fair value
of investments 231,441,833 464,859 8,856,356 12,326,343 11,545,318 13,955,759 183,866,979 426,219
Transfer from
other plan 5,681,661 81,405 208,220 487,598 458,230 799,050 539,971 3,074,798 32,389
-------------------------------------------------------------------------------------------------------------------
Total additions 301,279,506 3,020,863 16,309,064 16,977,824 18,594,275 21,858,846 211,377,214 12,074,621 1,066,799
Deductions
Withdrawals and
distributions (66,433,459)(2,114,943)(6,566,584)(5,282,074)(6,599,557) (9,109,418) (19,586,742) (15,535,614) (312,315)(1,326,212)
Interfund
transfers, net 857,760 (733,682) 6,206,562 1,251,903 10,750,969 (45,591,005) 22,404,276 4,137,002 716,215
Administrative
expenses (97,571) (3,163) (5,553) (800) (1,623) (3,287) (4,925) (78,215) (5)
-------------------------------------------------------------------------------------------------------------------
Total
(deductions)
additions (66,531,030)(1,260,346)(7,305,819) 923,688 (5,349,277) 1,638,264 (65,182,672) 6,790,447 3,824,682 (609,997)
-------------------------------------------------------------------------------------------------------------------
Net additions
(deductions) 234,748,476 1,760,517 9,003,245 17,901,512 13,244,998 23,497,110 146,194,542 18,865,068 4,891,481 (609,997)
Net assets
available
for benefits
at beginning
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
-------------------------------------------------------------------------------------------------------------------
Net assets
available
for benefits
at end of
year $601,336,356$18,990,952$53,662,491$44,142,965$45,571,421 $56,558,178 $310,981,441 $57,398,828 $4,891,481$9,138,599
==================================================================================================================
<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, 1997
CAPTION>
U.S. Equity Growth and Computer Retirement Participant
Intermediate Puritan Index Magellan Income Associates Money Market Loans
Total Bond Fund Fund Portfolio Fund Portfolio Stock Fund Portfolio Funds
<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 and
dividend income 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 plan 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> 6
Computer Associates Savings Harvest Plan
Notes to Financial Statements
March 30, 1998
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. Employees are eligible to participate in the Plan with respect to
employee contributions as of the first of the month following date of hire.
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 Company, 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 Company 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 was 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 $10,000 and $9,500 for the calendar years ended
December 31, 1998 and 1997, respectively. Participants may contribute on an
after-tax basis as well.
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
<PAGE> 7
Computer Associates Savings Harvest Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
the participants base compensation. (Contributions are subject to certain
IRS limitations).The matching contributions for the years ended March 30, 1998
and 1997 were $5,427,488 and $4,946,628, of which $3,154,244 and $4,917,947
was funded from Plan forfeitures, respectively.
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, 1998
and 1997 were $16,864,631 and $15,592,381, 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. In fiscal year 1997, the
Plan was amended to allow for the use of forfeitures for Company discretionary
contributions. The discretionary contribution for the year ended March 30, 1998
consisted of 299,150 common shares of the Company valued at $16,864,631. 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.
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. Forfeited balances of terminated participants nonvested accounts may
be used to reduce future company contributions and fund plan expenses.
Vesting
The matching and discretionary contributions made by the Company vest as
follows:
Percentage of Vesting After Years of Services
--------------------- -----------------------
20% 3
40% 4
60% 5
80% 6
100% 7
<PAGE> 8
Computer Associates Savings Harvest Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
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 eight 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 U.S. Equity Index, which invests primarily in the common stock of the
500 companies that make up the Standard and Poors 500 index.
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.
Computer Associates Stock Fund, which is invested in the common stock of the
Company.
Fidelity Retirement Money Market Portfolio, which invests in high quality,
U.S. dollar denominated money market instruments.
Fidelity Diversified International Fund, which invests primarily in stocks
outside of the United States that are included in the Morgan Stanley EAFE Index.
Participants may direct future contributions or transfer their current
investment balances between funds on a daily basis in increments of 1%.
<PAGE> 9
Computer Associates Savings Harvest Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
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 Computer Associates Savings Harvest 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 of application for the loan. The rate at March 30, 1998
was 9.5%. All loans must be repaid in equal semi-monthly installments and
generally extend from periods of one to five years. Participant loan fees are
borne by the participant and were $27,469 and $28,511 for Plan years 1998 and
1997, and are included in administrative expenses.
Administrative Expenses
To the extent that the costs of recordkeeping and administration of the funds
are not covered by Plan forfeitures, they are borne by the Company. Such costs
for Plan years 1998 and 1997 were $70,102 and $98,002, respectively, and were
covered by Plan forfeitures.
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.
<PAGE> 10
Computer Associates Savings Harvest Plan
Notes to Financial Statements (continued)
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.
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.
3. Income Tax Status
The Internal Revenue Service has ruled on June 12, 1995, 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 has been amended since receiving the determination letter.
However, the Plan administrator believes that the Plan is designed and is
currently being operated in compliance with the applicable requirements of the
Code.
<PAGE> 11
Computer Associates Savings Harvest Plan
Notes to Financial Statements (continued)
4. 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,
1998
--------
<S> <C>
Net assets available for benefits per the
financial statements $601,336,356
Amounts allocated to withdrawing participants 5,715,610
-----------
Net assets available for benefits per the Form 5500 $595,620,746
===========
</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,
1998
----------
<S> <C>
Benefits paid to participants per the financial
statements $66,433,459
Add: Amounts allocated to withdrawing participants
at March 30, 1998 5,715,610
Less: Amounts allocated to withdrawing participants
at March 30, 1997 3,628,748
----------
Benefits paid to participants per the Form 5500 $68,520,321
</TABLE>
5. Year 2000 Issue (Unaudited)
The Plan Sponsor has developed a plan to modify its internal information
technology to be ready for the year 2000 and has begun converting critical data
processing systems. The project also includes determining whether third party
providers have reasonable plans in place to become year 2000 compliant. The
Plan Sponsor currently expects the project to be substantially complete by
early 1999. The Plan Sponsor does not expect this project to have a
significant effect on plan operations.
<PAGE> 12
6. Subsequent Event (Unaudited)
As of the Plan year end, the Computer Associates Stock Fund consisted
principally of 5,072,945 shares valued at $57.75. As of September 21, 1998,
the Computer Associates International, Inc. stock price was $31.50. Therefore
net assets available for such benefits has decreased by approximately
$133,000,000.
<PAGE>
Schedules
<PAGE> 13
<TABLE>
Computer Associates Savings Harvest Plan
Item 27a Schedule of Assets Held for Investment Purposes
March 30, 1998
<CAPTION>
Identity of Issue, Borrower, Number Current
Lessor or Similar Party of Units Cost Value
- ---------------------------------------------------------------------
<S> <C> <C> <C>
Fidelity Intermediate Bond Fund 1,867,350 $19,309,712 $18,990,952
Fidelity Puritan Fund 2,582,411 43,773,490 53,662,491
Fidelity U.S. Equity Index
Portfolio 1,112,194 28,480,676 44,142,965
Fidelity Magellan Fund 418,816 35,226,540 45,571,421
Fidelity Growth and Income
Portfolio 1,320,219 40,960,836 56,558,178
Fidelity Retirement Money
Market Portfolio 57,398,828 57,398,828 57,398,828
Computer Associates Stock Fund* 3,626,594 135,121,961 294,116,810
Fidelity Diversified
International Fund 267,586 4,534,206 4,891,481
Participant Loans** 9,138,599
------------------------
Total $364,806,249 $584,471,725
========================
<FN>
*Indicates party-in-interest to the Plan.
<FN>
**Details available upon request.
</TABLE>
<PAGE> 14
<TABLE>
Computer Associates Savings Harvest Plan
Item 27d Schedule of Reportable Transactions
Year ended March 30, 1998
<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 253 $306,329,341 252 $349,274,028 $295,081,053 $54,192,975
Fidelity Magellan Fund 253 37,810,814 244 36,111,134 34,343,702 1,767,432
Fidelity Growth and Income Portfolio 253 55,927,388 241 46,386,037 43,164,348 3,221,689
Fidelity Retirement Money Market Portfolio 258 286,052,814 253 267,187,746 267,187,746
Fidelity Puritan Fund 251 22,125,719 228 21,978,830 20,272,021 1,706,809
Fidelity U.S. Equity Index Portfolio 251 37,606,012 236 32,030,843 29,133,599 2,897,244
<FN>
There were no category (i) (ii) or (iv) reportable transactions during the
period ended March 30, 1998.
</TABLE>
Exhibit 23(a)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statements (Form S-8 No. 33-20797, as amended, 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 August 27, 1998, 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, 1998.
/s/ Ernst & Young LLP
New York, New York
September 24, 1998
