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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1. Name and Address of Reporting Person * SOMMER REGINA O   2. Issuer Name and Ticker or Trading Symbol NETEGRITY INC [NETE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Treasurer, VP, CFO (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   155,000 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

40,000

03/25/2003(2)

03/25/2010

Common Stock

40,000

$ 0 (2)

0

D

Employee stock option (right to buy)

$ 4.55

11/24/2004

D

14,095

04/25/2003(3)

04/25/2010

Common Stock

14,095

$ 0 (3)

0

D

Employee stock option (right to buy)

$ 4.55

11/24/2004

D

25,905

04/25/2003(4)

04/25/2010

Common Stock

25,905

$ 0 (4)

0

D

Employee stock option (right to buy)

$ 10.35

11/24/2004

D

75,000

03/09/2004(5)

12/10/2013

Common Stock

75,000

$ 0 (5)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SOMMER REGINA O C/O NETEGRITY, INC. 201 JONES ROAD WALTHAM, MA 02451			Treasurer, VP, CFO

Signatures

Regina O. Sommer		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 20% 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 14,292 shares of Computer Associates common stock for $10.13 per share.
(3)	This option granted 04/25/2003, which provided for a 20% 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 5,036 shares of Computer Associates common stock for $12.73 per share.
(4)	This option granted 04/25/2003, which provided for a 20% 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 9,255 shares of Computer Associates common stock for $12.73 per share.
(5)	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 26,797 shares of Computer Associates common stock for $28.97 per share.

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