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

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                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 24, 2004

                                 Netegrity, Inc.
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               (Exact Name of Registrant as Specified in Charter)

      Delaware                      1-10139                     04-2911320
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 (State or Other Juris-           (Commission                  (IRS Employer
diction of Incorporation          File Number)               Identification No.)

                        201 Jones Road, Waltham, MA  02451
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(Address of Principal Executive Offices)           (Zip Code)


       Registrant's telephone number, including area code: (781) 890-1700


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          (Former Name or Former Address, if Changed Since Last Report)


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_|  Written communications pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

     |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
          (17 CFR 240.14a-12)

     |_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
          Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
          Exchange Act (17 CFR 240.13e-4(c))






Item 5.01. Changes in Control of Registrant.

     On November 24, 2004, pursuant to an Agreement and Plan of Merger, dated as
of October 6, 2004, by and among Computer Associates International, Inc.
("Computer Associates"), Netegrity, Inc. ("Netegrity") and Nova Acquisition
Corp. ("Merger Sub"), a wholly-owned subsidiary of Computer Associates (the
"Merger Agreement"), Merger Sub merged with and into Netegrity and Netegrity
became a wholly-owned subsidiary of Computer Associates. In the merger, each
share of Netegrity common stock outstanding immediately prior to the merger was
converted into the right to receive $10.75 in cash, without interest. Following
completion of the merger, Computer Associates owns 100% of the voting securities
of Netegrity.

     The aggregate consideration to be paid by Computer Associates for the
acquisition of 100% of the voting securities of Netegrity will be approximately
$439 million. Computer Associates financed the purchase price from its working
capital.





                                    SIGNATURE

     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.



                                        NETEGRITY, INC.


Date: November 24, 2004                 By: /s/ Robert B. Lamm
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                                           Robert B. Lamm
                                           Vice President and Secretary