UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 50653 / November 10, 2004

Accounting And Auditing Enforcement
Release No. 2133 / November 10, 2004

Admin. Proc. File No. 3-11735

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted against Steven Woghin ("Woghin" or "Respondent"), pursuant to Rule 102(e)(3) of the Commission's Rules of Practice.¹

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement (the "Offer") which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission's jurisdiction over him and the subject matter of these proceedings, and the findings contained in Section III.3 below, which are admitted, Respondent consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) of the Commission's Rules of Practice, Making Findings, and Imposing Remedial Sanctions ("Order"), as set forth below.

III.

On the basis of this Order and Respondent's Offer, the Commission finds that:

1. Woghin, 57, resides in Cold Spring Harbor, New York and has been an attorney licensed to practice in the State of New York. He served as Senior Vice President and General Counsel of Computer Associates International, Inc. ("CA") during the relevant period, from January 1998 through September 2000.

2. CA was, at all relevant times, a Delaware corporation headquartered in Islandia, New York. CA licenses software for computer mainframes and client server systems. At all relevant times, CA's common stock was registered with the Commission pursuant to Section 12(b) of the Securities Exchange Act of 1934 ("Exchange Act"), and traded on the New York Stock Exchange.

3. On September 22, 2004, the Commission filed a complaint against Woghin in SEC v. Steven Woghin, (Civil Action No. 04 Civ. 4087 (ILG) (EDNY)). On October 1, 2004, the court entered an order permanently enjoining Woghin, by consent, from future violations of Section 17(a) of the Securities Act of 1933 and Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder, and aiding and abetting violations of Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 10b-5, 12b-20, 13a-1 and 13a-13 thereunder.

4. The Commission's complaint alleged, among other things, that Woghin engaged in a fraudulent scheme which resulted in CA improperly recording revenue and filing materially false and misleading financial statements on CA's Forms 10-K and 10-Q for the period from January 1, 1998 through September 30, 2000. The complaint alleged that Woghin engaged in a number of improper practices that fraudulently increased CA's annual and quarterly revenue and net income in a departure from generally accepted accounting principles ("GAAP"). These practices included, among other things, drafting a backdated contract and allowing attorneys he supervised to create backdated contracts. In addition, the complaint alleged that Woghin participated in concealing the existence of CA's fraudulent revenue recognition practices, including by counseling other employees to keep information from CA's outside counsel and the Commission staff.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions agreed to in Respondent Woghin's Offer.

Accordingly, it is hereby ORDERED, effective immediately, that:

Woghin is suspended from appearing or practicing before the Commission as an attorney.

By the Commission.

Endnotes

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¹ Rule 102(e)(3)(i) provides, in relevant part, that: "The Commission, with due regard to the public interest and without preliminary hearing, may, by order, . . . suspend from appearing or practicing before it any . . . attorney . . . who has been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his or her misconduct in an action brought by the Commission, from violating or aiding and abetting the violation of any provision of the Federal securities laws or of the rules and regulations thereunder."

http://www.sec.gov/litigation/admin/34-50653.htm