Edgar Filing: Barrenechea Mark J

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 ^*

Barrenechea Mark J

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

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive Vice President

(Last)

(First)

(Middle)

ONE COMPUTER ASSOCIATES PLAZA

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2005

(Street)

ISLANDIA, NY 11749

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 23.04

03/07/2005

D⁽¹⁾

150,000

06/09/2004

06/09/2013

Common Stock, $.10 par value

150,000

$ 0

Employee Stock Option (right to buy)

$ 23.04

03/07/2005

A⁽¹⁾

150,000

06/09/2004

06/09/2013

Common Stock, $.10 par value

150,000

$ 0

150,000

Employee Stock Option (right to buy)

$ 30.87

03/07/2005

D⁽²⁾

150,000

03/05/2005

03/05/2014

Common Stock, $.10 par value

150,000

$ 0

Employee Stock Option (right to buy)

$ 30.87

03/07/2005

A⁽²⁾

150,000

03/05/2005

03/05/2014

Common Stock, $.10 par value

150,000

$ 0

150,000

Employee Stock Option (right to buy)

$ 26.86

03/07/2005

D⁽³⁾

34,800

03/31/2005

03/31/2014

Common Stock, $.10 par value

34,800

$ 0

Employee Stock Option (right to buy)

$ 26.86

03/07/2005

A⁽³⁾

34,800

03/31/2005

03/31/2014

Common Stock, $.10 par value

34,800

$ 0

34,800

Employee Stock Option (right to buy)

$ 31.5

03/07/2005

D⁽⁴⁾

34,800

03/31/2005

03/31/2014

Common Stock, $.10 par value

34,800

$ 0

Employee Stock Option (right to buy)

$ 31.5

03/07/2005

A⁽⁴⁾

34,800

03/31/2005

03/31/2014

Common Stock, $.10 par value

34,800

$ 0

34,800

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Barrenechea Mark J ONE COMPUTER ASSOCIATES PLAZA ISLANDIA, NY 11749			Executive Vice President

Signatures

/s/ Joshua DeRienzis, by power of attorney		03/09/2005
^**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)	Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. Amendment was made in connection with the reporting person's Employment Agreement with the company dated March 7, 2005. The option was originally granted on June 9, 2003 and vests as follows: 34% vested on June 9, 2004, 33% will vest on June 9, 2005 and the remaining 33% will vest on June 9, 2006.
(2)	Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. Amendment was made in connection with the reporting person's Employment Agreement with the company dated March 7, 2005. The option was originally granted on March 5, 2004 and vests as follows: 34% vested on March 5, 2005, 33% will vest on March 5, 2006 and the remaining 33% will vest on March 5, 2007.
(3)	Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. Amendment was made in connection with the reporting person's Employment Agreement with the company dated March 7, 2005. The option was originally granted on March 31, 2004 and vests as follows: 34% on March 31, 2005, 33% on March 31, 2006 and 33% on March 31, 2007.
(4)	Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. Amendment was made in connection with the reporting person's Employment Agreement with the company dated March 7, 2005. The option was originally granted on March 31, 2004 and vests as follows: 34% on March 31, 2005, 33% on March 31, 2006 and 33% on March 31, 2007.

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