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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 14a-8

July 17, 2008

Response of the Office of Chief Counsel
Division of Corporation Finance

David B. Harms
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004-2498


CA, Inc.
Incoming letter dated April 18, 2008

Dear Mr. Harms:

This is in response to your letters dated April 18, 2008 and June 3, 2008 concerning the shareholder proposal submitted to CA by the AFSCME Employees Pension Plan. We have also received a letter from the proponent dated May 21, 2008.

On June 27, 2008, the Commission certified the state law questions raised by your letter under rule 14a-8(i)(1) and rule 14a-8(i)(2) to the Delaware Supreme Court pursuant to Section 11(8) of Article IV of the Delaware Constitution. In an opinion dated July 17, 2008, the Court determined that the proposal, if adopted, would cause CA to violate Delaware law. See CA, Inc. v. AFSCME Employees Pension Plan, No. 329, 2008 (Del. July 17, 2008). Accordingly, we will not recommend enforcement action to the Commission if CA omits the proposal from its proxy materials in reliance on rule 14a-8(i)(2) because implementation of the proposal would cause CA to violate state law.


Thomas J. Kim
Chief Counsel & Associate Director


Charles Jurgonis
Plan Secretary
AFSCME Employees Pension Plan
1625 L Street, N.W.
Washington, DC 20036-5687


Modified: 07/17/2008