SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Gupta Yogesh K

(Last)

(First)

(Middle)

C/O COMPUTER ASSOCIATES INTERNATIONAL

ONE COMPUTER ASSOCIATES PLAZA

(Street)

ISLANDIA

11746

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/25/2004

3. Issuer Name and Ticker or Trading Symbol
COMPUTER ASSOCIATES INTERNATIONAL INC [ CA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Chief Technology Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.10	20,913.1562⁽¹⁾	D
Common Stock, par value $.10	2,685.586⁽²⁾	I	401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽³⁾	05/21/2005	Common Stock, par value $.10	5,062	$19.333	D
Employee Stock Option (right to buy)	⁽⁴⁾	05/16/2006	Common Stock, par value $.10	2,700	$34.945	D
Employee Stock Option (right to buy)	⁽⁵⁾	04/07/2007	Common Stock, par value $.10	3,300	$29.333	D
Employee Stock Option (right to buy)	⁽⁶⁾	02/23/2008	Common Stock, par value $.10	10,000	$47.25	D
Employee Stock Option (right to buy)	⁽⁷⁾	10/20/2008	Common Stock, par value $.10	20,000	$36.5	D
Employee Stock Option (right to buy)	⁽⁸⁾	07/21/2009	Common Stock, par value $.10	25,000	$51.688	D
Employee Stock Option (right to buy)	07/20/2001⁽⁹⁾	07/20/2010	Common Stock, par value $.10	150,000	$27	D
Employee Stock Option (right to buy)	06/21/2003⁽¹⁰⁾	06/21/2012	Common Stock, par value $.10	30,000	$21.89	D
Employee Stock Option (right to buy)	03/28/2004⁽¹¹⁾	03/28/2013	Common Stock, par value $.10	40,000	$13.83	D
Employee Stock Option (right to buy)	03/31/2005⁽¹²⁾	03/31/2014	Common Stock, par value $.10	13,200	$26.86	D
Employee Stock Option (right to buy)	03/31/2005⁽¹³⁾	03/31/2014	Common Stock, par value $.10	13,200	$31.5	D

Explanation of Responses:

1. Includes 13,200 shares of restricted stock granted on March 31, 2004 that vests over a three year period.

2. Shares held in the Computer Associates Savings Harvest Plan, a 401(k) Plan. Information presented as of August 25, 2004.

3. The option vested over a five year period and became fully exerciseable on May 22, 2000.

4. The option vested over a five year period and became fully exerciseable on May 16, 2001.

5. The option vested over a five year period and became fully exerciseable on April 7, 2002.

6. The option vested over a five year period and became fully exerciseable on February 23, 2003.

7. The option vested over a five year period and became fully exerciseable on October 20, 2003.

8. The option vested over a five year period and became fully exerciseable on July 21, 2004.

9. The option became exerciseable as to 15,000 shares on July 20, 2001, 22,500 shares on July 20, 2002, 30,000 shares on July 20, 2003, 37,500 shares on July 20, 2004 and becomes exerciseable as to the remaining 45,000 shares on July 20, 2005.

10. The option became exerciseable as to 10,200 shares on June 21, 2003, 9,900 shares on June 21, 2004 and becomes exerciseable as to the remaining 9,900 shares on June 21, 2005.

11. The option became exerciseable as to 13,602 shares on March 28, 2004, becomes exerciseable as to 13,199 shares on March 28, 2005 and becomes exerciseable as to the remaining 13,199 shares on March 28, 2006.

12. The option becomes exerciseable as to 4,489 shares on March 31, 2005, 4,356 shares on March 31, 2006 and 4,355 shares on March 31, 2007.

13. The option becomes exerciseable as to 4,488 shares on March 31, 2005, 4,356 shares on March 31, 2006 and 4,356 shares on March 31, 2007.

Remarks:

	Joshua DeRienzis, as attorney-in-fact	08/26/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.