Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BYCOFF BARRY N
   2. Issuer Name and Ticker or Trading Symbol
NETEGRITY INC [NETE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Board Chairman, Pres, CEO
(Last)
(First)
(Middle)
C/O NETEGRITY, INC., 201 JONES ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
11/24/2004
(Street)

WALTHAM, MA 02451		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/24/2004   D   1,402,231 D $ 10.75 (1) 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option (right to buy) $ 3.62 11/24/2004   D     33,750 03/25/2003(2) 03/25/2013 Common Stock 33,750 $ 0 (2) 0 D  
Employee stock option (right to buy) $ 3.62 11/24/2004   D     8,905 03/25/2003(3) 03/25/2010 Common Stock 8,905 $ 0 (3) 0 D  
Employee stock option (right to buy) $ 3.62 11/24/2004   D     6,095 03/25/2003(4) 03/25/2010 Common Stock 6,095 $ 0 (4) 0 D  
Employee stock option (right to buy) $ 3.62 11/24/2004   D     63,750 03/25/2003(5) 03/25/2010 Common Stock 63,750 $ 0 (5) 0 D  
Employee stock option (right to buy) $ 4.55 11/24/2004   D     11,250 04/25/2003(6) 04/25/2013 Common Stock 11,250 $ 0 (6) 0 D  
Employee stock option (right to buy) $ 4.55 11/24/2004   D     22,500 04/25/2003(7) 04/25/2013 Common Stock 22,500 $ 0 (7) 0 D  
Employee stock option (right to buy) $ 4.55 11/24/2004   D     4,263 04/25/2003(8) 04/25/2010 Common Stock 4,263 $ 0 (8) 0 D  
Employee stock option (right to buy) $ 4.55 11/24/2004   D     10,737 04/25/2003(9) 04/25/2010 Common Stock 10,737 $ 0 (9) 0 D  
Employee stock option (right to buy) $ 4.55 11/24/2004   D     63,750 04/25/2003(10) 04/25/2010 Common Stock 63,750 $ 0 (10) 0 D  
Employee stock option (right to buy) $ 10.35 11/24/2004   D     406,250 03/09/2004(11) 12/10/2013 Common Stock 406,250 $ 0 (11) 0 D  
Employee stock option (right to buy) $ 10.35 11/24/2004   D     9,455 03/09/2004(12) 12/10/2013 Common Stock 9,455 $ 0 (12) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BYCOFF BARRY N
C/O NETEGRITY, INC.
201 JONES ROAD
WALTHAM, MA 02451		   X     Board Chairman, Pres, CEO  

Signatures

 Barry N. Bycoff   11/24/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Disposed of pursuant to a merger agreement between issuer and Computer Associates International, Inc. in exchange for the right to receive $10.75 per share.
(2) This option granted 03/25/2003, which provided for a 40% vesting immediately on the grant date with the remainder to vest quarterly over a 3-year period, was assumed by Computer Associates in the merger and replaced with an option to purchase 12,058 shares of Computer Associates common stock for $10.13 per share.
(3) This option granted 03/25/2003, which provided for a 40% vesting immediately on the grant date with the remainder to vest quarterly over a 3-year period, was assumed by Computer Associates in the merger and replaced with an option to purchase 3,181 shares of Computer Associates common stock for $10.13 per share.
(4) This option granted 03/25/2003, which provided for a 40% vesting immediately on the grant date with the remainder to vest quarterly over a 3-year period, was assumed by Computer Associates in the merger and replaced with an option to purchase 2,177 shares of Computer Associates common stock for $10.13 per share.
(5) This option granted 03/25/2003, which provided for a 40% vesting immediately on the grant date with the remainder to vest quarterly over a 3-year period, was assumed by Computer Associates in the merger and replaced with an option to purchase 22,777 shares of Computer Associates common stock for $10.13 per share.
(6) This option granted 04/25/2003, which provided for a 40% vesting immediately on the grant date with the remainder to vest quarterly over a 3-year period, was assumed by Computer Associates in the merger and replaced with an option to purchase 4,019 shares of Computer Associates common stock for $12.73 per share.
(7) This option granted 04/25/2003, which provided for a 40% vesting immediately on the grant date with the remainder to vest quarterly over a 3-year period, was assumed by Computer Associates in the merger and replaced with an option to purchase 8,039 shares of Computer Associates common stock for $12.73 per share.
(8) This option granted 04/25/2003, which provided for a 40% vesting immediately on the grant date with the remainder to vest quarterly over a 3-year period, was assumed by Computer Associates in the merger and replaced with an option to purchase 1,523 shares of Computer Associates common stock for $12.73 per share.
(9) This option granted 04/25/2003, which provided for a 40% vesting immediately on the grant date with the remainder to vest quarterly over a 3-year period, was assumed by Computer Associates in the merger and replaced with an option to purchase 3,836 shares of Computer Associates common stock for $12.73 per share.
(10) This option granted 04/25/2003, which provided for a 40% vesting immediately on the grant date with the remainder to vest quarterly over a 3-year period, was assumed by Computer Associates in the merger and replaced with an option to purchase 22,777 shares of Computer Associates common stock for $12.73 per share.
(11) This option granted 12/09/2003, which provided for a vesting of 6.25% quarterly beginning three (3) months after the grant date, was assumed by Computer Associates in the merger and replaced with an option to purchase 145,153 shares of Computer Associates common stock for $28.97 per share.
(12) This option granted 12/09/2003, which provided for a vesting of 6.25% quarterly beginning three (3) months after the grant date, was assumed by Computer Associates in the merger and replaced with an option to purchase 3,378 shares of Computer Associates common stock for $28.97 per share.

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