<PAGE>
    As filed with the Securities and Exchange Commission on October 19, 2001
                                                      Registration No. 333-88687
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                             VA LINUX SYSTEMS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

            DELAWARE                                        77-0399299
-------------------------------                    -----------------------------
   (STATE OF INCORPORATION)                              (I.R.S. EMPLOYER
                                                      IDENTIFICATION NUMBER)

                              47071 BAYSIDE PARKWAY
                            FREMONT, CALIFORNIA 94538
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

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

                                 1998 STOCK PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            1999 DIRECTOR OPTION PLAN
                            (FULL TITLE OF THE PLANS)

                                LARRY M. AUGUSTIN
                             CHIEF EXECUTIVE OFFICER
                             VA LINUX SYSTEMS, INC.
                              47071 BAYSIDE PARKWAY
                            FREMONT, CALIFORNIA 94538
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                 (510) 687-7000
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                                    Copy to:
                               MARK A. BERTELSEN
                     WILSON SONSINI GOODRICH & ROSATI, P.C.
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                            TELEPHONE: (650) 493-9300

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================
                                                   AMOUNT            PROPOSED MAXIMUM        PROPOSED MAXIMUM
            TITLE SECURITIES TO                     TO BE             OFFERING PRICE        AGGREGATE OFFERING        AMOUNT OF
               BE REGISTERED                     REGISTERED            PER SHARE(1)                PRICE           REGISTRATION FEE
-------------------------------------------- -------------------- ------------------------ ---------------------- ------------------
<S>                                            <C>                        <C>                  <C>                     <C>
Common Stock available for issuance under
the 1998 Stock Plan                            2,651,816 shares           $1.16                $3,076,106.56           $769.03

Common Stock available for issuance under
the 1999 Employee Stock Purchase Plan           500,000 shares            $0.99(2)             $  493,000.00           $123.25

Common Stock available for issuance under
the 1999 Director Option Plan                   250,000 shares            $1.16                $  290,000.00           $ 72.50
====================================================================================================================================
                       Total                   3,401,816 shares                                $3,859,106.56           $964.78
====================================================================================================================================
</TABLE>

(1)  Estimated solely for the purpose of estimating the registration fee and
     calculated based upon the average of the high and low prices of the Common
     Stock on the Nasdaq National Market on October 15, 2001 which was $1.16,
     all in accordance with Rule 457(h) promulgated under the Securities Act of
     1933, as amended.

(2)  Price per share amount for 1999 Employee Stock Purchase Plan reflects 15%
     discount in issuance price.

================================================================================

<PAGE>


                             VA LINUX SYSTEMS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

         1. The Company's Prospectus filed December 9, 1999 pursuant to Rule
424(b) of the Securities Act of 1933, as amended (the "Securities Act") relating
to the Company's initial public offering of its Common Stock.

         2. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated December 3, 1999, filed
pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act"), and any further amendment or report filed hereafter for the purpose of
updating such description.

         3. The Company's Annual Report on Form 10-K for the year ended July
28, 2001.

         4. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since July 28, 2001.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


                                      II-1
<PAGE>


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "[a] corporation shall have the power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful". With respect to derivative actions, Section 145(b) of the DGCL
provides in relevant part that "[a] corporation shall have the power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor...[by reason of the person's
service in one of the capacities specified in the preceding sentence] against
expenses (including attorneys' fees) actually and reasonably incurred by the
person in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper".

         The Eighth Article of the Company's Amended and Restated Certificate of
Incorporation provides for the indemnification of directors to the fullest
extent permissible under Delaware law.

         Article VI of the Company's Amended and Restated Bylaws provides for
the indemnification of officers, directors and third parties acting on behalf of
the Company if such person acted in good faith and in a manner reasonably
believed to be in and not opposed to the best interest of the Company, and, with
respect to any criminal action or proceeding, the indemnified party had no
reason to believe his or her conduct was unlawful.

         The Company has entered into indemnification agreements with its
directors and executive officers, in addition to indemnification provided for in
the Company's Amended and Restated Bylaws, and intends to enter into
indemnification agreements with any new directors and executive officers in the
future.

         The Company carries officer and director liability insurance with
respect to certain matters, including matters arising under the Securities Act.


                                      II-2
<PAGE>



ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                             DESCRIPTION
       -------                            -----------
<S>                 <C>
         4.1*       1998 Stock Plan
         4.2*       1999 Employee Stock Purchase Plan
         4.3*       1999 Director Option Plan
         5.1        Opinion of counsel as to legality of securities being registered
        23.1        Consent of independent public accountants
        23.2        Consent of counsel (contained in Exhibit 5.1)
        24.1        Power of Attorney (see page II-5)
</TABLE>

* Incorporated by reference from VA Linux Systems, Inc.'s Registration Statement
  on Form S-1 (No. 333-88687)


ITEM 9. UNDERTAKINGS.

         A. 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
         to include any material information with respect to the plan of
         distribution not previously disclosed in the registration statement or
         any material change to such information in the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, 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.

                  (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.

         B. 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 the 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.

         C. 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 foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In


                                      II-3
<PAGE>

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 of the registrant 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, 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.


                                      II-4
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Fremont, State of California, on October 19, 2001.

                                        VA LINUX SYSTEMS, INC.


                                        /s/ Todd B. Schull
                                        ----------------------------------
                                        Todd B. Schull
                                        Vice President, Finance, and
                                        Chief Financial Officer


                                      II-5
<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Larry M. Augustin and Todd B. Schull, and
each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this Registration Statement on Form
S-8 and to perform any acts necessary in order to file such amendments, and each
of the undersigned does hereby ratify and confirm all that said attorneys and
agents, or their or his substitutes, shall do or cause to be done by virtue
hereof. Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on October 19, 2001 by the following persons in the
capacities indicated.

<TABLE>
<CAPTION>
             SIGNATURE                                                 TITLE
             ---------                                                 -----
<S>                                     <C>
       /s/ Larry M. Augustin            Director and Chief Executive Officer (Principal Executive Officer)
----------------------------------
           Larry M. Augustin

        /s/ Todd B. Schull              Chief Financial Officer (Principal Financial and Accounting Officer)
----------------------------------
            Todd B. Schull

           /s/ Ali Jenab                Director, President and Chief Operating Officer
----------------------------------
               Ali Jenab

        /s/ Carol A. Bartz              Director
----------------------------------
            Carol A. Bartz

         /s/ Douglas Leone              Director
----------------------------------
             Douglas Leone

   /s/ Robert M. Neumeister, Jr.        Director
----------------------------------
       Robert M. Neumeister, Jr.

        /s/ Eric S. Raymond             Director
----------------------------------
            Eric S. Raymond

         /s/ Carl Redfield              Director
----------------------------------
             Carl Redfield
</TABLE>


                                      II-6

<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                             DESCRIPTION
       -------                            -----------
<S>                 <C>
         4.1*       1998 Stock Plan
         4.2*       1999 Employee Stock Purchase Plan
         4.3*       1999 Director Option Plan
         5.1        Opinion of counsel as to legality of securities being registered
        23.1        Consent of independent public accountants
        23.2        Consent of counsel (contained in Exhibit 5.1)
        24.1        Power of Attorney (see page II-5)
</TABLE>

* Incorporated by reference from VA Linux Systems, Inc.'s Registration Statement
  on Form S-1 (No. 333-88687)
[{"type": "S-8", "sequence": "1", "filename": "f75984ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17980}]
{"company-data": {"conformed-name": "VA LINUX SYSTEMS INC", "cik": "0001096199", "assigned-sic": "7373", "irs-number": "770399299", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71944", "film-number": "1763001"}, "business-address": {"street1": "47071 BAYSIDE PARKWAY", "city": "FREMONT", "state": "CA", "zip": "94538", "phone": "4085428000"}, "mail-address": {"street1": "47071 BAYSIDE PARKWAY", "city": "FREMONT", "state": "CA", "zip": "94538"}}
As filed with the Securities and Exchange Commission on October 19, 2001
                                                      Registration No. 333-88687
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                             VA LINUX SYSTEMS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

            DELAWARE                                        77-0399299
-------------------------------                    -----------------------------
   (STATE OF INCORPORATION)                              (I.R.S. EMPLOYER
                                                      IDENTIFICATION NUMBER)

                              47071 BAYSIDE PARKWAY
                            FREMONT, CALIFORNIA 94538
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

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

                                 1998 STOCK PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            1999 DIRECTOR OPTION PLAN
                            (FULL TITLE OF THE PLANS)

                                LARRY M. AUGUSTIN
                             CHIEF EXECUTIVE OFFICER
                             VA LINUX SYSTEMS, INC.
                              47071 BAYSIDE PARKWAY
                            FREMONT, CALIFORNIA 94538
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                 (510) 687-7000
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                                    Copy to:
                               MARK A. BERTELSEN
                     WILSON SONSINI GOODRICH & ROSATI, P.C.
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                            TELEPHONE: (650) 493-9300

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

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                   AMOUNT            PROPOSED MAXIMUM        PROPOSED MAXIMUM
            TITLE SECURITIES TO                     TO BE             OFFERING PRICE        AGGREGATE OFFERING        AMOUNT OF
               BE REGISTERED                     REGISTERED            PER SHARE(1)                PRICE           REGISTRATION FEE
-------------------------------------------- -------------------- ------------------------ ---------------------- ------------------
Common Stock available for issuance under
the 1998 Stock Plan                            2,651,816 shares           $1.16                $3,076,106.56           $769.03

Common Stock available for issuance under
the 1999 Employee Stock Purchase Plan           500,000 shares            $0.99(2)             $  493,000.00           $123.25

Common Stock available for issuance under
the 1999 Director Option Plan                   250,000 shares            $1.16                $  290,000.00           $ 72.50
====================================================================================================================================
                       Total                   3,401,816 shares                                $3,859,106.56           $964.78
====================================================================================================================================
(1)  Estimated solely for the purpose of estimating the registration fee and
     calculated based upon the average of the high and low prices of the Common
     Stock on the Nasdaq National Market on October 15, 2001 which was $1.16,
     all in accordance with Rule 457(h) promulgated under the Securities Act of
     1933, as amended.

(2)  Price per share amount for 1999 Employee Stock Purchase Plan reflects 15%
     discount in issuance price.

================================================================================
VA LINUX SYSTEMS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

         1. The Company's Prospectus filed December 9, 1999 pursuant to Rule
424(b) of the Securities Act of 1933, as amended (the "Securities Act") relating
to the Company's initial public offering of its Common Stock.

         2. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated December 3, 1999, filed
pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act"), and any further amendment or report filed hereafter for the purpose of
updating such description.

         3. The Company's Annual Report on Form 10-K for the year ended July
28, 2001.

         4. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since July 28, 2001.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                      II-1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "[a] corporation shall have the power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful". With respect to derivative actions, Section 145(b) of the DGCL
provides in relevant part that "[a] corporation shall have the power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor...[by reason of the person's
service in one of the capacities specified in the preceding sentence] against
expenses (including attorneys' fees) actually and reasonably incurred by the
person in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper".

         The Eighth Article of the Company's Amended and Restated Certificate of
Incorporation provides for the indemnification of directors to the fullest
extent permissible under Delaware law.

         Article VI of the Company's Amended and Restated Bylaws provides for
the indemnification of officers, directors and third parties acting on behalf of
the Company if such person acted in good faith and in a manner reasonably
believed to be in and not opposed to the best interest of the Company, and, with
respect to any criminal action or proceeding, the indemnified party had no
reason to believe his or her conduct was unlawful.

         The Company has entered into indemnification agreements with its
directors and executive officers, in addition to indemnification provided for in
the Company's Amended and Restated Bylaws, and intends to enter into
indemnification agreements with any new directors and executive officers in the
future.

         The Company carries officer and director liability insurance with
respect to certain matters, including matters arising under the Securities Act.

                                      II-2
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8. EXHIBITS.
EXHIBIT
       NUMBER                             DESCRIPTION
       -------                            -----------
4.1*       1998 Stock Plan
         4.2*       1999 Employee Stock Purchase Plan
         4.3*       1999 Director Option Plan
         5.1        Opinion of counsel as to legality of securities being registered
        23.1        Consent of independent public accountants
        23.2        Consent of counsel (contained in Exhibit 5.1)
        24.1        Power of Attorney (see page II-5)
* Incorporated by reference from VA Linux Systems, Inc.'s Registration Statement
  on Form S-1 (No. 333-88687)

ITEM 9. UNDERTAKINGS.

         A. 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
         to include any material information with respect to the plan of
         distribution not previously disclosed in the registration statement or
         any material change to such information in the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, 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.

                  (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.

         B. 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 the 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.

         C. 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 foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In

                                      II-3
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 of the registrant 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, 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.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Fremont, State of California, on October 19, 2001.

                                        VA LINUX SYSTEMS, INC.

                                        /s/ Todd B. Schull
                                        ----------------------------------
                                        Todd B. Schull
                                        Vice President, Finance, and
                                        Chief Financial Officer

                                      II-5
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Larry M. Augustin and Todd B. Schull, and
each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this Registration Statement on Form
S-8 and to perform any acts necessary in order to file such amendments, and each
of the undersigned does hereby ratify and confirm all that said attorneys and
agents, or their or his substitutes, shall do or cause to be done by virtue
hereof. Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on October 19, 2001 by the following persons in the
capacities indicated.
SIGNATURE                                                 TITLE
             ---------                                                 -----
/s/ Larry M. Augustin            Director and Chief Executive Officer (Principal Executive Officer)
----------------------------------
           Larry M. Augustin

        /s/ Todd B. Schull              Chief Financial Officer (Principal Financial and Accounting Officer)
----------------------------------
            Todd B. Schull

           /s/ Ali Jenab                Director, President and Chief Operating Officer
----------------------------------
               Ali Jenab

        /s/ Carol A. Bartz              Director
----------------------------------
            Carol A. Bartz

         /s/ Douglas Leone              Director
----------------------------------
             Douglas Leone

   /s/ Robert M. Neumeister, Jr.        Director
----------------------------------
       Robert M. Neumeister, Jr.

        /s/ Eric S. Raymond             Director
----------------------------------
            Eric S. Raymond

         /s/ Carl Redfield              Director
----------------------------------
             Carl Redfield
II-6
INDEX TO EXHIBITS
EXHIBIT
       NUMBER                             DESCRIPTION
       -------                            -----------
4.1*       1998 Stock Plan
         4.2*       1999 Employee Stock Purchase Plan
         4.3*       1999 Director Option Plan
         5.1        Opinion of counsel as to legality of securities being registered
        23.1        Consent of independent public accountants
        23.2        Consent of counsel (contained in Exhibit 5.1)
        24.1        Power of Attorney (see page II-5)
* Incorporated by reference from VA Linux Systems, Inc.'s Registration Statement
  on Form S-1 (No. 333-88687)