FORM 8-K
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

October 4, 2004

Date of Report: (Date of earliest event reported)

Computer Associates International, Inc.

(Exact Name of Registrant as Specified in Charter)
         
Delaware
  1-9247   13-2857434
 
 
  		 
 
(State or Other Jurisdiction of Incorporation)
  (Commission
File Number) 		  (IRS Employer
Identification No.)
 
One Computer Associates Plaza, Islandia, New York
   11749
 
  
 
(Address of Principal Executive Offices)
   (Zip Code)

Registrant’s telephone number, including area code: (631) 342-6000

Not Applicable

(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:

o   Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)

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

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

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

 

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 9.01 Financial Statements and Exhibits
SIGNATURES
BY-LAWS, AS AMENDED EFFECTIVE 10/4/04

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Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     On October 4, 2004, the Board of Directors of Computer Associates International, Inc. (the “Company”) amended the Company’s By-Laws to restate Article VI (“Certificates for Shares and Their Transfer”) in its entirety. Among other things, the amendment expressly permits the Company to issue shares in uncertificated or book-entry form. A copy of the By-Laws, as amended, is attached as an exhibit hereto.

Item 9.01     Financial Statements and Exhibits

3.01.     By-Laws of the Company, as amended effective October 4, 2004.

 

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SIGNATURES

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.

         
  Computer Associates International, Inc.
 		  
Dated: October 7, 2004 By:   /s/ Jeff Clarke    
    Jeff Clarke   
    Chief Operating Officer and Chief Financial Officer