COMPUTER ASSOCIATES INTERNATIONAL INC
11-K, 1999-09-29
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                       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, 1999

                                       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 11749

         (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:

      Reports of Independent Auditors                                 F-1

      Statement of Assets Available for Benefits
       as of March 30, 1999                                           F-3

      Statement of Net Assets Available for Benefits
       as of March 30, 1998                                           F-4

      Statement of Changes in Assets Available for
       Benefits for the Year Ended March 30, 1999                     F-5

      Notes to Financial Statements                                   F-6

      ITEM 27a  Schedule of Assets Held for Investment Purposes
       as of March 30, 1999                                           F-12

      ITEM 27d  Schedule of Reportable Transactions for the
       year ended March 30, 1999                                      F-13

(b) The exhibits filed in connection with this Annual Report
     are as follows:

      Exhibit Number                     Document
      --------------                  --------------
      Exhibit 23(a)                   Consent of KPMG LLP
      Exhibit 23(b)                   Consent of Ernst & Young LLP


                     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 28, 1999       By:  /s/ Ira Zar
                                    ----------------------
                                    Ira Zar
                                    Member, Plan Committee

<PAGE>


                               COMPUTER ASSOCIATES

                              SAVINGS HARVEST PLAN

                       Financial Statements and Schedules

                             March 30, 1999 and 1998

                   (With Independent Auditors' Report Thereon)



<PAGE>
<TABLE>

                    COMPUTER ASSOCIATES SAVINGS HARVEST PLAN


<CAPTION>
                                Table of Contents


                                                                           Page
<S>                                                                         <C>
Independent Auditors' Report                                                 1

Financial Statements
  Statement of Assets Available for Benefits as of March 30, 1999            3

  Statement of Net Assets Available for Benefits as of March 30, 1998        4

  Statement of Changes in Assets Available for Benefits for the year
   ended March 30, 1999                                                      5

  Notes to Financial Statements                                              6


Schedules

1 - Line 27a--Schedule of Assets Held for Investment Purposes               12

2 - Line 27d--Schedule of Reportable Transactions                           13


</TABLE>
<PAGE>



                         Report of Independent Auditors



Computer Associates Savings Harvest Plan Committee
Computer Associates Savings Harvest Plan:


We have audited the  accompanying  statement of assets available for benefits of
Computer  Associates  Savings  Harvest Plan (the Plan) as of March 30, 1999, and
the related  statement of changes in assets  available for benefits for the year
then ended.  These  financial  statements are the  responsibility  of the Plan's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements  based  on our  audit.  The  accompanying  statement  of  net  assets
available for benefits of Computer  Associates  Savings Harvest Plan as of March
30, 1998,  was audited by other  auditors  whose report thereon dated August 27,
1998, expressed an unqualified opinion on this statement.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the assets available for benefits of the Plan as of March
30,  1999,  and the changes in assets  available  for benefits for the year then
ended, in conformity with generally accepted accounting principles.

Our audit was  performed for the purpose of forming an opinion on the basic 1999
financial statements taken as a whole. The accompanying  supplemental  schedules
of assets held for  investment  purposes as of March 30,  1999,  and  reportable
transactions  for the year then ended,  are presented for purposes of additional
analysis and are not a required part of the basic 1999 financial  statements but
are  supplementary  information  required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security Act of 1974. The supplemental  schedules are the  responsibility of the
Plan's management. The fund information in the statement of assets available for
benefits and the statement of changes in assets available for benefits as of and
for the year ended  March 30,  1999 is  presented  for  purposes  of  additional
analysis rather than to present the assets available for benefits and changes in
assets available for benefits of each fund. The supplemental  schedules and fund
information have been subjected to the auditing  procedures applied in our audit
of the basic 1999 financial statements and, in our opinion, are fairly stated in
all material  respects in relation to the basic 1999 financial  statements taken
as a whole.

                                                      /s/ KPMG LLP
September 3, 1999



<PAGE>



                         Report of Independent Auditors



Administrative Committee
Computer Associates Savings Harvest Plan:


We have audited the accompanying  statement of net assets available for benefits
of Computer  Associates  Savings  Harvest  Plan (the Plan) as of March 30, 1998.
This financial  statement is the  responsibility  of the Plan's  management. Our
responsibility is to express an opinion on this financial statement based on our
audit.

We conducted our audit 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   statement  is  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial  statement.  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 audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statement  referred to above presents fairly, in
all  material  respects,  the net assets  available  for benefits of the Plan at
March 30, 1998 in conformity with generally accepted accounting principles.


                                                      /s/ Ernst & Young LLP

August 27, 1998


<PAGE>
<TABLE>

                    COMPUTER ASSOCIATES SAVINGS HARVEST PLAN

                   Statement of Assets Available for Benefits
                            (with fund information)

                                 March 30, 1999

<CAPTION>

                                                                     Participant-Directed
                          ----------------------------------------------------------------------------------------------------------
                                                     U.S.                                          Retirement Diversified
                             Inter-                 Equity                Growth and    Computer     Money      Inter-   Participant
                            mediate     Puritan     Index     Magellan      Income     Associates    Market    national     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:
 Fidelity
  Investments
  mutual
  funds      $501,558,559 $19,096,154 $49,324,144 $49,087,484 $61,002,611 $60,932,810 $210,607,377 $46,016,737 $5,491,242
 Participant
  loans
  receivable    9,052,206                                                                                                 $9,052,206
             -----------------------------------------------------------------------------------------------------------------------
Total
 investments  510,610,765  19,096,154  49,324,144  49,087,484  61,002,611  60,932,810  210,607,377  46,016,737  5,491,242  9,052,206

Employer
 contrib-
 utions
 receivable    19,647,269                                                               19,647,269

Receivable
 from other
 plan           4,138,499                                                                            4,138,499
             -----------------------------------------------------------------------------------------------------------------------
Total assets  534,396,533  19,096,154  49,324,144  49,087,484  61,002,611  60,932,810  230,254,646  50,155,236  5,491,242  9,052,206
             -----------------------------------------------------------------------------------------------------------------------
Assets
available
for benefits $534,396,533 $19,096,154 $49,324,144 $49,087,484 $61,002,611 $60,932,810 $230,254,646 $50,155,236 $5,491,242 $9,052,206
             =======================================================================================================================



<FN>

See accompanying notes to financial statements.

</TABLE>
<PAGE>

<TABLE>


                    Computer Associates Savings Harvest Plan

                 Statement of Net Assets Available for Benefits
                             (with fund information)

                                 March 30, 1998


<CAPTION>

                                                                     Participant-Directed
                        ------------------------------------------------------------------------------------------------------------
                                              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:
 Fidelity
  Investments
  mutual
  funds      $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
 Participants
  loans
  receivable    9,138,599                                                                                                 $9,138,599
            ------------------------------------------------------------------------------------------------------------------------
Total
 investments  584,471,725  18,990,952  53,662,491  44,142,965  45,571,421  56,558,178  294,116,810  57,398,828  4,891,481  9,138,599

Employer
 contributions
 receivable:   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
             -----------------------------------------------------------------------------------------------------------------------
 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 to financial statements.

</TABLE>
<PAGE>


<TABLE>

                    COMPUTER ASSOCIATES SAVINGS HARVEST PLAN

              Statement of Changes in Assets Available for Benefits
                             (with fund information)

                            Year ended March 30, 1999

<CAPTION>

                                                                   Participant-Directed
                          ----------------------------------------------------------------------------------------------------------
                                                     U.S.                                         Retirement  Diversified
                             Inter-                Equity                Growth and   Computer      Money       Inter-   Participant
                            mediate     Puritan      Index     Magellan     Income    Associates    Market     national     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:
  Employers   $23,215,254 $  238,735 $   554,720 $   604,120 $   751,630 $   894,318 $ 21,728,213 $(1,651,364) $ 94,882
  Participants 34,360,798  1,080,484   2,415,085   3,472,214   4,176,081   5,189,238   10,217,566   7,109,706   700,424
 Interest and
  dividend
  income       16,830,819  1,202,111   5,301,648     996,752   2,580,465   3,234,129      268,787   3,044,468   202,459
 Net realized
  and unrealized
  appreciation
  (depreciation)
  in fair
  value of
  investments (87,015,925)   (37,728)   (794,609)  6,370,347   9,026,725   5,259,239 (106,872,100)              32,201
 Transfer from
  other plans   8,495,647    374,936      88,266     662,943   1,817,740     575,101                4,377,500  395,410   $  203,751
             -----------------------------------------------------------------------------------------------------------------------
Total
 additions    (4,113,407)  2,858,538   7,565,110  12,106,376  18,352,641  15,152,025  (74,657,534) 12,880,310  1,425,376    203,751

Deductions:
 Benefit
  payments   (62,693,638) (2,789,263) (6,020,962) (6,954,547) (5,868,629) (7,206,540) (16,842,014)(16,011,480)  (470,776)  (529,427)
 Administrative
  expenses      (132,778)     (2,772)     (4,306)       (644)     (1,041)     (3,756)      (4,294)   (115,965)
             -----------------------------------------------------------------------------------------------------------------------
Total
 deductions  (62,826,416) (2,792,035) (6,025,268) (6,955,191) (5,869,670) (7,210,296) (16,846,308)(16,127,445)  (470,776)  (529,427)
             -----------------------------------------------------------------------------------------------------------------------
Increase
 (decrease)
 prior to
 interfund
 transfers,
 net         (66,939,823)     66,503   1,539,842   5,151,185  12,482,971   7,941,729  (91,503,842) (3,247,135)   954,600   (325,676)
Interfund
 transfers,
 net                          38,699  (5,878,189)   (206,666)  2,948,219  (3,567,097)  10,777,047  (3,996,457)  (354,839)   239,283
             -----------------------------------------------------------------------------------------------------------------------
Net additions
 (deductions)(66,939,823)    105,202  (4,338,347)  4,944,519  15,431,190   4,374,632  (80,726,795) (7,243,592)   599,761    (86,393)

Assets
 available
 for benefits
 at beginning
 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
             -----------------------------------------------------------------------------------------------------------------------
Assets
 available
 for benefits
 at end of
 year       $534,396,533 $19,096,154 $49,324,144 $49,087,484 $61,002,611 $60,932,810 $230,254,646 $50,155,236 $5,491,242 $9,052,206
            ========================================================================================================================


<FN>

See accompanying notes to financial statements.

</TABLE>
<PAGE>



                    COMPUTER ASSOCIATES SAVINGS HARVEST PLAN

                          Notes to Financial Statements

                                 March 30, 1999


(1)    Description of the Plan

       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  Plan's
       provisions.

       (a)    General

              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, as amended (ERISA).

              The  Plan  is  administered  by the  Computer  Associates  Savings
              Harvest Plan Committee which consists of senior  management of the
              Company. The trustee of the Plan is Fidelity Investments.

              As a result of  acquisitions  by the  Company,  the  assets of the
              Realogic,  Inc.  Savings Plan and Viewpoint  Retirement  Plan were
              transferred  into the Plan  during the plan year  ended  March 30,
              1999. The assets of LDA Systems, Inc. Retirement Savings Plan were
              partially  transferred  into the Plan  during  the plan year ended
              March 30, 1999 with the remaining  assets being  transferred  into
              the Plan in May 1999,  which amount is  classified as a receivable
              on the accompanying  statement of assets available for benefits as
              of March 30, 1999.

       (b)    Participant Accounts

              A separate  account is  established  and maintained in the name of
              each participant and reflects the  participant's  balance invested
              therein.  Such balance  includes  earnings and losses allocated to
              the participant's accounts based upon the percentage investment of
              the account balance to the total fund balances. Forfeited balances
              of  terminated  participant's  nonvested  accounts  may be used to
              reduce future Company contributions and fund plan expenses.

       (c)    Contributions

              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.



<PAGE>


                    COMPUTER ASSOCIATES SAVINGS HARVEST PLAN

                          Notes to Financial Statements

                                 March 30, 1999


              To comply with the  applicable  Internal  Revenue Code  provision,
              pre-tax  contributions  elected by any  participant may not exceed
              $10,000 for the calendar  years ended  December 31, 1999 and 1998.
              Participants may also contribute on an after-tax basis.

              For   eligible   participants,   the  Company   makes  a  matching
              contribution  to the Plan on behalf of each  participant  equal to
              50% of such participant's  contribution up to a maximum of 2.5% of
              the participant's base compensation  (contributions are subject to
              certain IRS limitations).  The matching contributions for the year
              ended  March 30,  1999 were  $6,326,925  of which  $2,758,940  was
              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  contribution  for the year ended March 30, 1999
              was $19,647,269,  which will be paid in the form of 540,129 common
              shares of the Company. The discretionary contribution is allocated
              to each eligible  participant who is an employee of the Company on
              March  30th,  generally  in the same ratio that the  participant's
              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.

       (d)    Vesting

              The matching and discretionary  contributions  made by the Company
              vest as follows:

                         Percentage                      After years
                         of vesting                       of service
                         ----------                      -----------
                              0%                         Less than 3
                             20%                              3
                             40%                              4
                             60%                              5
                             80%                              6
                            100%                              7

              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.

       (e)    Investment Options

              The assets of the Plan are  invested  by Fidelity  Investments  in
              eight separate funds:


<PAGE>

                    COMPUTER ASSOCIATES SAVINGS HARVEST PLAN

                          Notes to Financial Statements

                                 March 30, 1999




              Fidelity   Intermediate   Bond  Fund  -   invests   in  medium  to
              high-quality  grade  fixed-income  obligations  with  intermediate
              maturities.

              Fidelity Puritan Fund - invests in a wide variety of securities of
              U.S. and foreign issuers, including some emerging markets.

              Fidelity  Spartan  U.S.  Equity  Index - invests  primarily in the
              common  stock of the 500  companies  that make up the Standard and
              Poor's 500 index.

              Fidelity  Magellan Fund - invests in common stocks and  securities
              convertible to common stock of both U.S. and foreign issues.

              Fidelity Growth and Income Portfolio - invests in U.S. and foreign
              common stocks,  securities  convertible to common stock, preferred
              stock and fixed income securities.

              Computer  Associates  Stock Fund - invests in the common  stock of
              the Company and temporarily in short-term liquid  investments such
              as interest-bearing cash.

              Fidelity   Retirement   Money   Market   Portfolio  -  invests  in
              high-quality money market securities of U.S. and foreign issues.

              Fidelity  Diversified  International  Fund - invests  primarily in
              stocks of companies  located 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%.

       (f)    Payment of Benefits

              The Plan provides for benefit  distributions to plan  participants
              or  their   beneficiaries   upon  the  participant's   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  Computer  Associates  Savings  Harvest  Plan
              Committee.

       (g)    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

<PAGE>


                    COMPUTER ASSOCIATES SAVINGS HARVEST PLAN

                          Notes to Financial Statements

                                 March 30, 1999



              are fixed at the time of  application  for the  loan.  The rate at
              March 30,  1999 was  8.75%.  All  loans are being  repaid in equal
              semi-monthly  installments  and extend from periods of one to five
              years.  Certain loans that were  transferred  from other plans had
              terms in  excess  of  five-years  as they  were for  purchases  of
              principal residences.  Loans outstanding as of March 31, 1999 bore
              interest ranging from 7% - 11% and terms from one to twenty years.
              Participant loan fees are borne by the participant and amounted to
              $25,405 for plan year ended March 30, 1999.

       (h)    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 year ended March 30, 1999 were
              $107,373 and were covered by plan forfeitures.

              Certain Plan  investments  are shares of mutual  funds  managed by
              Fidelity  Investments.  Fidelity  Investments  is the  trustee  as
              defined by the Plan and, therefore,  these transactions qualify as
              party-in-interest.  Fees  paid  by the  Plan  for  the  investment
              management  services  amounted  to  $91,312  for  the  year  ended
              March 30, 1999.

       (i)    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.
              In the event of termination of the Plan,  participants will become
              100% vested in their accounts.


(2)    Summary of Significant Accounting Policies

       The accompanying  financial  statements of the Plan have been prepared in
       accordance  with  generally  accepted  accounting  principles.  The  more
       significant accounting policies followed by the Plan are as follows:

       (a)    Basis of Presentation

              The  accompanying  financial  statements  have been prepared on an
              accrual method of accounting.

       (b)    Investments Valuation and Income Recognition

              Investments  in Fidelity funds and the Computer  Associates  Stock
              Fund  are  stated  at fair  value  based  upon  quoted  prices  in
              published sources. Participant loans receivable are valued at face
              value which approximates fair value.


<PAGE>


                    COMPUTER ASSOCIATES SAVINGS HARVEST PLAN

                          Notes to Financial Statements

                                 March 30, 1999


              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 change in
              the difference  between the fair value and the cost of investments
              for each year. Amounts are included in the statement of changes in
              assets available for benefits.

              Purchases and sales are recorded on a trade-date  basis.  Interest
              income is  recorded on the accrual  basis and  dividend  income is
              recorded on the ex-dividend date.

       (c)    Payments of Benefits

              Benefits to participants or their  beneficiaries are recorded when
              paid.

       (d)    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 reported amounts of
              assets,  liabilities,  and  changes  therein,  and  disclosure  of
              contingent  assets and  liabilities.  Actual  results could differ
              from those estimates.


(3)    Income Tax Status

       The Internal Revenue Service has determined and informed the Company by a
       letter dated June 12, 1995,  that the Plan and related trust are designed
       in  accordance  with  applicable  sections of the  Internal  Revenue Code
       (IRC).  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 IRC.


(4)    Reconciliation of Financial Statements to Form 5500

       The following is a  reconciliation  of assets  available for benefits per
       the financial statements to the Form 5500:

<TABLE>
<CAPTION>
                                                  March 30, 1999
                                                  --------------
          <S>                                      <C>
          Assets available for benefits
            per the financial statements           $ 534,396,533
          Less amounts allocated to
            withdrawing participants                   1,258,484
                                                  --------------

          Assets available for benefits
            per the Form 5500                      $ 533,138,049
                                                  ==============


</TABLE>
<PAGE>


                    COMPUTER ASSOCIATES SAVINGS HARVEST PLAN

                          Notes to Financial Statements

                                 March 30, 1999



       The following is a  reconciliation  of benefits paid to participants  per
       the financial statements to the Form 5500:


<TABLE>
<CAPTION>
                                                    Year ended
                                                  March 30, 1999
                                                  --------------
          <S>                                      <C>
          Benefits paid to participants
            per the financial statements           $ 62,693,638
          Add amounts allocated to withdrawing
            participants at March 30, 1999            1,258,484
          Less amounts allocated to withdrawing
            participants at March 30, 1998            5,715,610
                                                  --------------
          Benefits paid to participants per
            the Form 5500                          $ 58,236,512
                                                  ==============
</TABLE>
<PAGE>
<TABLE>


                                                                                               Schedule 1



                       COMPUTER ASSOCIATES SAVINGS HARVEST PLAN

              Line 27a - Schedule of Assets Held for Investment Purposes

                                     March 30, 1999

<CAPTION>

Identity of issuer,
borrower, lessor or                                                                  Current
  similar party                  Description                            Cost          value
- -----------------------------------------------------------------------------------------------------------
<S>                     <C>                                         <C>            <C>
Fidelity Investments    Fidelity Intermediate Bond Fund,            $ 19,409,923   $ 19,096,154
                         1,879,543 units

Fidelity Investments    Fidelity Puritan Fund,                        42,469,300     49,324,144
                         2,444,209 units

Fidelity Investments    Fidelity U.S. Equity Index Portfolio,         31,543,677     49,087,484
                         1,068,280 units

Fidelity Investments    Fidelity Magellan Fund,                       43,925,706     61,002,611
                         470,155 units

Fidelity Investments    Fidelity Growth and Income Portfolio,         43,964,280     60,932,810
                         1,306,450 units

Fidelity Investments    Fidelity Retirement Money Market Portfolio,   46,016,737     46,016,737
                         46,016,737 units

Computer Associates     Computer Associates Stock Fund,              180,226,344    210,607,377
 International, Inc.      4,202,901 units

Fidelity Investments    Fidelity Diversified International Fund,       5,203,806      5,491,242
                         301,717 units

Plan participants       Loans to participants with interest
                        rates ranging from 7% to 11%
                        and terms from 1 year to 20 years              9,052,206      9,052,206
                                                                    ------------   ------------
                        Total                                       $421,811,979   $510,610,765
                                                                    ============   ============
</TABLE>
<PAGE>


<TABLE>


                    COMPUTER ASSOCIATES SAVINGS HARVEST PLAN

                 Line 27d - Schedule of Reportable Transactions

                            Year ended March 30, 1999



                                                                                                                       Schedule 2

<CAPTION>

                                                                                         Expense             Current
                                                                                        incurred            value of
                                            Number               Number                   with              asset on       Net
     Identity of        Description          of      Purchase     of    Selling   Lease  trans-  Cost of   transaction   gain or
   party involved         of asset         purchases   price     sales   price    rental action   asset       date        (loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                  <C>     <C>           <C>   <C>          <C>  <C>  <C>          <C>          <C>
Series of transactions:

 Computer Associates
  International, Inc.  Computer Associates
                        Stock Fund           252    $340,275,022                     $-   $-   $340,275,022 $340,275,022

 Computer Associates
  International, Inc.  Computer Associates
                        Stock Fund                                 252  $316,910,680  -    -    294,010,930  316,910,680 $22,899,750

 Fidelity Investments  Puritan Fund          246      16,643,493                      -    -     16,643,493   16,643,493

 Fidelity Investments  Puritan Fund                                220    20,187,230  -    -     17,947,682   20,187,230   2,239,548

 Fidelity Investments  Magellan Fund         252      45,091,279                      -    -     45,091,279   45,091,279

 Fidelity Investments  Magellan Fund                               238    38,686,814  -    -     36,392,113   38,686,814   2,294,701

 Fidelity Investments  Growth and Income
                        Portfolio            251      35,597,711                      -    -     35,597,711   35,597,711

 Fidelity Investments  Growth and Income
                        Portfolio                                  234    36,482,318  -    -     32,594,268   36,482,318   3,888,050

 Fidelity Investments  Intermediate
                        Bond Fund            240      23,767,132                      -    -     23,767,132   23,767,132

 Fidelity Investments  Intermediate
                        Bond Fund                                  210    23,624,202  -    -     23,666,921   23,624,202    (42,719)

 Fidelity Investments  Retirement Money
                        Market Portfolio     256     279,579,199                      -    -    279,579,199  279,579,199

 Fidelity Investments  Retirement Money
                        Market Portfolio                           253   290,961,290  -    -    290,961,290  290,961,290

 Fidelity Investments  U.S. Equity Index
                        Portfolio            251      41,410,926                      -    -     41,410,926   41,410,926

 Fidelity Investments  U.S. Equity Index
                        Portfolio                                  246    42,836,754  -    -     38,347,925   42,836,754   4,488,829

</TABLE>




                         Consent of Independent Auditors


Administrative Committee
Computer Associates Savings Harvest Plan:


We consent to the  incorporation  by  reference in the  Registration  Statements
(No. 33-20797, as amended, and No.333-04801) on Form S-8 of Computer Associates
Savings Harvest Plan of Computer  Associates  International, Inc. of our report
dated  September 3, 1999, relating to  the  statement  of  assets  available for
benefits  as  of March 30, 1999 and  the related  statement of changes in assets
available  for  benefits  for  the  year  then ended, and the related  schedules
of Computer Associates  Savings  Harvest Plan, which report appears in the Form
11-K for the year ended March 30, 1999.



                                                      /s/ KPMG LLP

Melville, New York
September 24, 1999




                         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  statement of net assets  available  for benefits of the Computer
Associates  Savings  Harvest Plan  as of March 30, 1998  included in its  Annual
Report (Form 11-K) for the year ended March 30, 1999.



                                                      /s/ Ernst & Young LLP

New York, New York
September 28, 1999



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