COMPUTER ASSOCIATES INTERNATIONAL INC
8-K, 2000-10-04
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



                                 October 3, 2000
                Date of Report: (Date of earliest event reported)



                    Computer Associates International, Inc.
               (Exact Name of Registrant as Specified in Charter)



          Delaware                  1-9247                      13-2857434
(State or Other Jurisdiction     (Commission                   (IRS Employer
       of incorporation)         File Number)                Identification No.)



One Computer Associates Plaza, Islandia, New York                    11749
(Address of Principal Executive Offices)                           (Zip Code)

       Registrant's telephone number, including area code: (631) 342-5224

                                 Not Applicable
          (Former name or former address, if changed since last report)

<PAGE>

Item 5.  Other Events.

     On October 3, 2000 Computer Associates International,  Inc. (the "Company")
reported  preliminary  results for the quarter  ended  September  30, 2000.  The
Company expects operating earnings per share for the quarter ended September 30,
2000 will be between  $.50 and $.54 per  diluted  share,  excluding  acquisition
related  amortization  costs. The Company projects total contract value to be in
the range of $1.67 billion and $1.70 billion compared to $1.605 billion recorded
in the quarter ended September 30, 1999.

     Statements in this Item 5 contain  "forward-looking  statements"  under the
Private  Securities  Litigation  Reform Act of 1995.  There can be no assurances
that future results will be achieved, and actual results could differ materially
from forecasts and estimates.  Important factors that could cause actual results
to differ materially include: the significant percentage of CA's quarterly sales
consummated  in the last few days of the quarter  making  financial  predictions
especially  difficult  and  raising a  substantial  risk of  variance  in actual
results;   changes  in  industry  accounting  guidance;  the  emergence  of  new
competitive  initiatives resulting from rapid technological  advances or changes
in pricing in the market; the risks associated with new product introductions as
well as the uncertainty of customer acceptance of these new or enhanced products
from  either CA or its  competition;  risks  associated  with the entry into new
markets such as professional  services;  the risks  associated with  integrating
newly  acquired  businesses  and  technologies;  increasing  dependency on large
dollar licensing transactions; delays in product delivery; reliance on mainframe
capacity growth; the ability to recruit and retain qualified personnel; business
conditions in the  client/server  and mainframe  software and hardware  markets;
uncertainty  and  volatility  associated  with  Internet and  eBusiness  related
activities;  use of  software  patent  rights to attempt  to limit  competition;
fluctuations  in  foreign  currency  exchange  rates  and  interest  rates;  the
volatility  of the  international  marketplace;  and other  risks  described  in
filings with the Securities and Exchange Commission.

Item 7.  Financial Statements, Pro Forma
         Financial Information and Exhibits.

         (a)      Not applicable
         (b)      Not applicable.
         (c)      Exhibits.

                           99.1     Press Release dated October 3, 2000.


<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities  Exchange Act of 1934,
the registrant has duly  caused  this  report  to be signed on its behalf by the
undersigned hereunto duly authorized.


                                         Computer Associates International, Inc.


Dated:   October 4, 2000             By:  /s/ Ira Zar
                                              Ira Zar
                                              Executive Vice President and Chief
                                              Financial Officer


<PAGE>
                                  EXHIBIT INDEX


Exhibit No.                                Exhibit

         99.1     Press Release dated October 3, 2000.



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