<PAGE>   1
      As filed with the Securities and Exchange Commission on August 27, 2001
                                                    Registration No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             -----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            ------------------------

                          VERITAS SOFTWARE CORPORATION
             (Exact name of registrant as specified in its charter)

        DELAWARE                                        77-0507675
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                            ------------------------

                                350 ELLIS STREET
                         MOUNTAIN VIEW, CALIFORNIA 94043
           (Address of Principal Executive Office, Including Zip Code)

                            ------------------------

               VERITAS SOFTWARE CORPORATION STOCK OPTION AGREEMENT
                            (Full Title of the Plans)

                            ------------------------

                                  GARY L. BLOOM
                      CHIEF EXECUTIVE OFFICER AND PRESIDENT
                          VERITAS SOFTWARE CORPORATION
                                350 ELLIS STREET
                         MOUNTAIN VIEW, CALIFORNIA 94043
                                 (650) 527-8000
            (Name, Address and Telephone Number of Agent for Service)

                            ------------------------

                                   Copies to:
                              HORACE L. NASH, ESQ.
                            PAMELA A. SERGEEFF, ESQ.
                               FENWICK & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306
                                 (650) 494-0600

                            ------------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                            Amount         Proposed Maximum       Proposed Maximum
                                             to be        Offering Price Per     Aggregate Offering        Amount of
 Title of Securities to be Registered     Registered           Share(1)                Price          Registration Fee(2)
-------------------------------------- ---------------- ---------------------- --------------------- ---------------------
<S>                                       <C>                  <C>               <C>                     <C>
Common Stock, $0.001 par value            2,500,000            $ 88.00           $ 220,000,000.00        $ 55,000.00
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated  pursuant to Rule 457 solely for the purpose of  calculating  the
     registration fee.

(2)  Fee  calculated  pursuant to Section 6(b) of the Securities Act of 1933, as
     amended.

<PAGE>   2



PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

         (a)      The Registrant's latest annual report on Form 10-K filed
                  pursuant to Section 13 or 15(d) of the Securities Exchange Act
                  of 1934, as amended (the "Exchange Act") which contains
                  audited financial statements for the Registrant's latest
                  fiscal year.

         (b)      All other reports filed pursuant to Sections 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by
                  the annual report or prospectus referred to in (a) above.

         (c)      The description of the Registrant's Common Stock incorporated
                  by reference in the Registrant's Registration Statement on
                  Form 8-A filed with the Commission under Section 12 of the
                  Securities Exchange Act on June 2, 1999 (the "Form 8-A"),
                  including any amendment or report filed for the purpose of
                  updating such description.

         (d)      The Registrant's current report on Form 8-K dated July 17,
                  2001.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not Applicable

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         A partner of Fenwick & West LLP is the beneficial owner of 12,150
shares of VERITAS common stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act").

         As permitted by the Delaware General Corporation Law, the Registrant's
certificate of incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under section 174 of the Delaware General Corporation Law (regarding
unlawful dividends and stock purchases) or (iv) for any transaction from which
the director derived an improper personal benefit.

         As permitted by the Delaware General Corporation Law, the bylaws of the
Registrant provide that (i) the Registrant is required to indemnify its
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law, subject to certain very limited exceptions, (ii) the Registrant
is


<PAGE>   3

required to advance  expenses,  as incurred,  to its  directors  and officers in
connection  with a legal  proceeding  to the  fullest  extent  permitted  by the
Delaware General Corporation Law, subject to certain very limited exceptions and
(iii) the rights conferred in the bylaws are not exclusive.

         The Registrant's policy is to enter into indemnity agreements with each
of its directors and officers. The indemnity agreements provide that directors
and officers will be indemnified from and against all expenses (including
attorneys' fees), liabilities, losses, judgments, fines, ERISA excise taxes or
penalties and settlement amounts, any interest or charges imposed thereon, and
any taxes imposed as a result of the receipt of any payments under the indemnity
agreements, paid or reasonably incurred by such directors and officers in any
action, suit or proceeding, or any inquiry, hearing or investigation that might
lead to an action, suit or proceeding, on account of their services as a
director, officer or other agent of the Registrant or a predecessor corporation,
or as directors, officers or other agents of any other entity when they are
serving in such capacities at the request of the Registrant. The Registrant will
not be obligated pursuant to the agreements to indemnify or advance expenses to
an indemnified party (i) with respect to proceedings or claims initiated by the
indemnified party against the Registrant or any director or officer of
Registrant unless the Registrant has joined in, and except with respect to a
proceeding authorized by the Board of Directors and successful proceedings
brought to enforce a right to indemnification and/or advancement of expenses
under the indemnity agreements; (ii) for any amounts paid in settlement of a
proceeding unless the Registrant consents to such settlement; (iii) with respect
to any judicial award if the Registrant was not given reasonable and timely
opportunity to participate in the defense of such proceeding; or (iv) for any
acts, omissions, transactions or circumstances for which indemnification is
prohibited by applicable state or federal law.

         The indemnification provisions in the bylaws and the indemnification
agreements entered into between the Registrant and its directors and officers
may be sufficiently broad to permit indemnification of the Registrant's
directors and officers for liabilities arising under the Securities Act. At
present, there is no pending litigation or proceeding involving a director,
officer or employee of the Registrant regarding which indemnification is sought,
nor is the Registrant aware of any threatened litigation that may result in
claims for indemnification.

         In connection with the acquisition by the Registrant of Seagate
Software Network & Storage Management Group, Inc. and TeleBackup Systems Inc.,
the Registrant agreed to maintain indemnification provisions in its charter
documents that are identical to provisions contained in the charter documents of
the Registrant's predecessor corporation. The Registrant also agreed to honor in
all respects each of the indemnity agreements that its predecessor entered into
with its officers and directors before the acquisitions whether or not such
persons continue in their positions with the Registrant. In connection with the
Seagate Software Network & Storage Management Group acquisition, the Registrant
agreed to use commercially reasonable efforts to maintain director and officer
liability insurance with coverages similar to the coverages its predecessor
maintained prior to the acquisition for at least six years after the effective
time.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable

ITEM 8. EXHIBITS.

<TABLE>
<S>               <C>
          4.01    Stock Option Agreement with Gary L. Bloom

          4.02    Registrant's Amended and Restated Certificate of Incorporation (incorporated herein by reference
                  to Exhibit 3.01 of the Form 8-A)

          4.03    Registrant's Certificate of Amendment of Amended and Restated Certificate of Incorporation
                  (incorporated herein by reference to Exhibit 3.02 of the Form 8-A)
</TABLE>

<PAGE>   4
<TABLE>
<S>               <C>

          4.04    Registrant's Certificate of Amendment of Amended and Restated Certificate of Incorporation
                  (incorporated herein by reference to Exhibit 4.03 of the Registrant's Registration Statement on
                  Form S-8 (File No. 333-38460) filed with the Commission on June 2, 2000)

          4.05    Registrant's Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.04 of
                  the Registrant's Registration Statement on Form S-4 (File No. 333-41318) filed with the
                  Commission on September 28, 2000)

          5.01    Opinion of Fenwick & West LLP

         23.01    Consent of Fenwick & West LLP (included in Exhibit 5.01)

         23.02    Consent of Independent Auditors

         24.01    Power of Attorney (see page II-5)
</TABLE>


ITEM 9. UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    this Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in this Registration
                                    Statement. Notwithstanding the foregoing,
                                    any increase or decrease in the volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low and high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than 20% change in
                                    the maximum aggregate offering price set
                                    forth in the "Calculation of Registration
                                    Fee" table in the effective registration
                                    statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in this Registration
                                    Statement or any material change to such
                                    information in this Registration Statement;

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof; and


<PAGE>   5

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered hereby,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.


<PAGE>   6



                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mountain View, County of Santa Clara, State of
California, on the 27th day of August, 2001.

                                        VERITAS SOFTWARE CORPORATION

                                        By: /s/ Gary L. Bloom
                                           -------------------------------
                                           Gary L. Bloom
                                           Chief Executive Officer and President

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Gary L. Bloom, Kenneth Lonchar and Jay
Jones, and each or any one of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.


<PAGE>   7



         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
Signature                                        Title                                           Date
---------                                        -----                                           ----
<S>                                              <C>                                             <C>

PRINCIPAL EXECUTIVE OFFICER:

/s/ GARY L. BLOOM                                Chief Executive Officer and President           August 27, 2001
---------------------------------------------
Gary L. Bloom

PRINCIPAL FINANCIAL AND PRINCIPAL
ACCOUNTING OFFICER:
                                                 Executive Vice President and Chief Financial    August 27, 2001
/s/ KENNETH LONCHAR                              Officer
---------------------------------------------
Kenneth Lonchar


ADDITIONAL DIRECTORS:

/s/ MARK LESLIE                                  Chairman of the Board                           August 27, 2001
---------------------------------------------
Mark Leslie

/s/ GEOFFREY W. SQUIRE                           Vice Chairman of the Board                      August 27, 2001
---------------------------------------------
Geoffrey W. Squire

                                                 Director                                        August __, 2001
---------------------------------------------
Fred van den Bosch

/s/ STEVEN BROOKS                                Director                                        August 27, 2001
---------------------------------------------
Steven Brooks

/s/ WILLIAM H. JANEWAY                           Director                                        August 27, 2001
---------------------------------------------
William H. Janeway

                                                 Director                                        August __, 2001
---------------------------------------------
Stephen J. Luczo

/s/ JOSEPH D. RIZZI                              Director                                        August 27, 2001
---------------------------------------------
Joseph D. Rizzi
</TABLE>


<PAGE>   8

                                  EXHIBIT INDEX


         Exhibit No.               Description
         -----------               -----------

              4.01    Stock Option Agreement with Gary L. Bloom

              5.01    Opinion of Fenwick & West LLP

             23.01    Consent of Fenwick & West LLP (included in Exhibit 5.01)

             23.02    Consent of Independent Auditors

             24.01    Power of Attorney  (see signature page)
[{"type": "S-8", "sequence": "1", "filename": "f74315s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21785}]
{"company-data": {"conformed-name": "VERITAS SOFTWARE CORP /DE/", "cik": "0001084408", "assigned-sic": "7372", "irs-number": "770507675", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68422", "film-number": "1724218"}, "business-address": {"street1": "1600 PLYMOUTH STREET", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043", "phone": "6503358000"}, "mail-address": {"street1": "1600 PLYMOUTH ST", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043"}, "former-company": {"former-conformed-name": "VERITAS HOLDING CORP", "date-changed": "19990416"}}
1
      As filed with the Securities and Exchange Commission on August 27, 2001
                                                    Registration No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             -----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            ------------------------

                          VERITAS SOFTWARE CORPORATION
             (Exact name of registrant as specified in its charter)

        DELAWARE                                        77-0507675
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                            ------------------------

                                350 ELLIS STREET
                         MOUNTAIN VIEW, CALIFORNIA 94043
           (Address of Principal Executive Office, Including Zip Code)

                            ------------------------

               VERITAS SOFTWARE CORPORATION STOCK OPTION AGREEMENT
                            (Full Title of the Plans)

                            ------------------------

                                  GARY L. BLOOM
                      CHIEF EXECUTIVE OFFICER AND PRESIDENT
                          VERITAS SOFTWARE CORPORATION
                                350 ELLIS STREET
                         MOUNTAIN VIEW, CALIFORNIA 94043
                                 (650) 527-8000
            (Name, Address and Telephone Number of Agent for Service)

                            ------------------------

                                   Copies to:
                              HORACE L. NASH, ESQ.
                            PAMELA A. SERGEEFF, ESQ.
                               FENWICK & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306
                                 (650) 494-0600

                            ------------------------

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
                                            Amount         Proposed Maximum       Proposed Maximum
                                             to be        Offering Price Per     Aggregate Offering        Amount of
 Title of Securities to be Registered     Registered           Share(1)                Price          Registration Fee(2)
-------------------------------------- ---------------- ---------------------- --------------------- ---------------------
Common Stock, $0.001 par value            2,500,000            $ 88.00           $ 220,000,000.00        $ 55,000.00
--------------------------------------------------------------------------------------------------------------------------
(1)  Estimated  pursuant to Rule 457 solely for the purpose of  calculating  the
     registration fee.

(2)  Fee  calculated  pursuant to Section 6(b) of the Securities Act of 1933, as
     amended.
2

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

         (a)      The Registrant's latest annual report on Form 10-K filed
                  pursuant to Section 13 or 15(d) of the Securities Exchange Act
                  of 1934, as amended (the "Exchange Act") which contains
                  audited financial statements for the Registrant's latest
                  fiscal year.

         (b)      All other reports filed pursuant to Sections 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by
                  the annual report or prospectus referred to in (a) above.

         (c)      The description of the Registrant's Common Stock incorporated
                  by reference in the Registrant's Registration Statement on
                  Form 8-A filed with the Commission under Section 12 of the
                  Securities Exchange Act on June 2, 1999 (the "Form 8-A"),
                  including any amendment or report filed for the purpose of
                  updating such description.

         (d)      The Registrant's current report on Form 8-K dated July 17,
                  2001.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not Applicable

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         A partner of Fenwick & West LLP is the beneficial owner of 12,150
shares of VERITAS common stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act").

         As permitted by the Delaware General Corporation Law, the Registrant's
certificate of incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under section 174 of the Delaware General Corporation Law (regarding
unlawful dividends and stock purchases) or (iv) for any transaction from which
the director derived an improper personal benefit.

         As permitted by the Delaware General Corporation Law, the bylaws of the
Registrant provide that (i) the Registrant is required to indemnify its
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law, subject to certain very limited exceptions, (ii) the Registrant
is
3

required to advance  expenses,  as incurred,  to its  directors  and officers in
connection  with a legal  proceeding  to the  fullest  extent  permitted  by the
Delaware General Corporation Law, subject to certain very limited exceptions and
(iii) the rights conferred in the bylaws are not exclusive.

         The Registrant's policy is to enter into indemnity agreements with each
of its directors and officers. The indemnity agreements provide that directors
and officers will be indemnified from and against all expenses (including
attorneys' fees), liabilities, losses, judgments, fines, ERISA excise taxes or
penalties and settlement amounts, any interest or charges imposed thereon, and
any taxes imposed as a result of the receipt of any payments under the indemnity
agreements, paid or reasonably incurred by such directors and officers in any
action, suit or proceeding, or any inquiry, hearing or investigation that might
lead to an action, suit or proceeding, on account of their services as a
director, officer or other agent of the Registrant or a predecessor corporation,
or as directors, officers or other agents of any other entity when they are
serving in such capacities at the request of the Registrant. The Registrant will
not be obligated pursuant to the agreements to indemnify or advance expenses to
an indemnified party (i) with respect to proceedings or claims initiated by the
indemnified party against the Registrant or any director or officer of
Registrant unless the Registrant has joined in, and except with respect to a
proceeding authorized by the Board of Directors and successful proceedings
brought to enforce a right to indemnification and/or advancement of expenses
under the indemnity agreements; (ii) for any amounts paid in settlement of a
proceeding unless the Registrant consents to such settlement; (iii) with respect
to any judicial award if the Registrant was not given reasonable and timely
opportunity to participate in the defense of such proceeding; or (iv) for any
acts, omissions, transactions or circumstances for which indemnification is
prohibited by applicable state or federal law.

         The indemnification provisions in the bylaws and the indemnification
agreements entered into between the Registrant and its directors and officers
may be sufficiently broad to permit indemnification of the Registrant's
directors and officers for liabilities arising under the Securities Act. At
present, there is no pending litigation or proceeding involving a director,
officer or employee of the Registrant regarding which indemnification is sought,
nor is the Registrant aware of any threatened litigation that may result in
claims for indemnification.

         In connection with the acquisition by the Registrant of Seagate
Software Network & Storage Management Group, Inc. and TeleBackup Systems Inc.,
the Registrant agreed to maintain indemnification provisions in its charter
documents that are identical to provisions contained in the charter documents of
the Registrant's predecessor corporation. The Registrant also agreed to honor in
all respects each of the indemnity agreements that its predecessor entered into
with its officers and directors before the acquisitions whether or not such
persons continue in their positions with the Registrant. In connection with the
Seagate Software Network & Storage Management Group acquisition, the Registrant
agreed to use commercially reasonable efforts to maintain director and officer
liability insurance with coverages similar to the coverages its predecessor
maintained prior to the acquisition for at least six years after the effective
time.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable

ITEM 8. EXHIBITS.
4.01    Stock Option Agreement with Gary L. Bloom

          4.02    Registrant's Amended and Restated Certificate of Incorporation (incorporated herein by reference
                  to Exhibit 3.01 of the Form 8-A)

          4.03    Registrant's Certificate of Amendment of Amended and Restated Certificate of Incorporation
                  (incorporated herein by reference to Exhibit 3.02 of the Form 8-A)
4
4.04    Registrant's Certificate of Amendment of Amended and Restated Certificate of Incorporation
                  (incorporated herein by reference to Exhibit 4.03 of the Registrant's Registration Statement on
                  Form S-8 (File No. 333-38460) filed with the Commission on June 2, 2000)

          4.05    Registrant's Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.04 of
                  the Registrant's Registration Statement on Form S-4 (File No. 333-41318) filed with the
                  Commission on September 28, 2000)

          5.01    Opinion of Fenwick & West LLP

         23.01    Consent of Fenwick & West LLP (included in Exhibit 5.01)

         23.02    Consent of Independent Auditors

         24.01    Power of Attorney (see page II-5)
ITEM 9. UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    this Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in this Registration
                                    Statement. Notwithstanding the foregoing,
                                    any increase or decrease in the volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low and high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than 20% change in
                                    the maximum aggregate offering price set
                                    forth in the "Calculation of Registration
                                    Fee" table in the effective registration
                                    statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in this Registration
                                    Statement or any material change to such
                                    information in this Registration Statement;

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof; and
5

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered hereby,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
6

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mountain View, County of Santa Clara, State of
California, on the 27th day of August, 2001.

                                        VERITAS SOFTWARE CORPORATION

                                        By: /s/ Gary L. Bloom
                                           -------------------------------
                                           Gary L. Bloom
                                           Chief Executive Officer and President

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Gary L. Bloom, Kenneth Lonchar and Jay
Jones, and each or any one of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
7

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                                        Title                                           Date
---------                                        -----                                           ----
PRINCIPAL EXECUTIVE OFFICER:

/s/ GARY L. BLOOM                                Chief Executive Officer and President           August 27, 2001
---------------------------------------------
Gary L. Bloom

PRINCIPAL FINANCIAL AND PRINCIPAL
ACCOUNTING OFFICER:
                                                 Executive Vice President and Chief Financial    August 27, 2001
/s/ KENNETH LONCHAR                              Officer
---------------------------------------------
Kenneth Lonchar

ADDITIONAL DIRECTORS:

/s/ MARK LESLIE                                  Chairman of the Board                           August 27, 2001
---------------------------------------------
Mark Leslie

/s/ GEOFFREY W. SQUIRE                           Vice Chairman of the Board                      August 27, 2001
---------------------------------------------
Geoffrey W. Squire

                                                 Director                                        August __, 2001
---------------------------------------------
Fred van den Bosch

/s/ STEVEN BROOKS                                Director                                        August 27, 2001
---------------------------------------------
Steven Brooks

/s/ WILLIAM H. JANEWAY                           Director                                        August 27, 2001
---------------------------------------------
William H. Janeway

                                                 Director                                        August __, 2001
---------------------------------------------
Stephen J. Luczo

/s/ JOSEPH D. RIZZI                              Director                                        August 27, 2001
---------------------------------------------
Joseph D. Rizzi
8

                                  EXHIBIT INDEX

         Exhibit No.               Description
         -----------               -----------

              4.01    Stock Option Agreement with Gary L. Bloom

              5.01    Opinion of Fenwick & West LLP

             23.01    Consent of Fenwick & West LLP (included in Exhibit 5.01)

             23.02    Consent of Independent Auditors

             24.01    Power of Attorney  (see signature page)