As filed with the Securities and Exchange Commission on December 18, 2002
                                                 Registration No. 333-__________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                             VA Software Corporation
             (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 titles of the Plans)

                                    Ali Jenab
                             Chief Executive Officer
                             VA SOFTWARE CORPORATION
                              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 Bertelsen, Esq.
                              Bret M. DiMarco, Esq.
                     WILSON SONSINI GOODRICH & ROSATI, P.C.
                               650 Page Mill Road
                               Palo Alto, CA 94304
                            Telephone: (650) 493-9300

                            ------------------------
<TABLE>
<CAPTION>
                                                CALCULATION OF REGISTRATION FEE
============================================ ==================== ======================== ====================== ==================
                                                    Amount            Proposed Maximum        Proposed Maximum         Amount of
            Title Securities to                     to be             Offering Price        Aggregate Offering     Registration Fee
               be Registered                    Registered (1)           Per Share                 Price                 (4)
-------------------------------------------- -------------------- ------------------------ ---------------------- ------------------
<S>                                             <C>                      <C>                   <C>                     <C>
Common Stock,  $0.001 par value,  available
for issuance under the 1998 Stock Plan          2,654,105 shares         $1.28 (2)              $3,397,254.40          $ 12.55

-------------------------------------------- -------------------- ------------------------ ---------------------- ------------------
Common Stock,  $0.001 par value,  available
for issuance  under the 1999 Employee Stock       500,000 shares         $1.09 (3)              $  544,000.00          $ 50.05
Purchase Plan
-------------------------------------------- -------------------- ------------------------ ---------------------- ------------------
Common Stock,  $0.001 par value,  available
for  issuance   under  the  1999   Director       250,000 shares         $1.28 (2)              $  320,000.00          $ 29.44
Option Plan
============================================ ==================== ======================== ====================== ==================
Total                                           3,404,105 shares                                $4,261,254.40          $392.04
============================================ ==================== ======================== ====================== ==================
</TABLE>
(1)  Amount of  securities to be  registered  computed in  accordance  with Rule
     457(h)  promulgated  under the  Securities  Act of 1933,  as  amended  (the
     "Securities  Act"),  as the maximum  number of  Registrant's  Common  Stock
     issuable under the plans covered by this Registration  Statement.  Pursuant
     to Rule 416(a) of the Securities  Act, this  Registration  Statement  shall
     also cover any additional shares of Registrant's  Common Stock that becomes
     issuable under the plans covered by this  Registration  Statement by reason
     of any stock  dividend,  stock  split,  recapitalization  or other  similar
     transaction effected without the Registrant's receipt of consideration that
     results in an increase in the number of the Registrant's outstanding shares
     of Common Stock.
(2)  Estimated in accordance  with Rule 457(c) of the  Securities Act solely for
     the purpose of calculating the registration fee based on the average of the
     high and low prices per share of the Common Stock as reported on the Nasdaq
     National Market on December 16, 2002.
(3)  Estimated in accordance  with Rule 457(c) of the  Securities Act solely for
     the purpose of calculating the registration fee based on 85% of the average
     of the high and low prices per share of the Common Stock as reported on the
     Nasdaq National Market on December 16, 2002.
(4)  Amount of registration  fee was calculated  pursuant to Section 6(b) of the
     Securities  Act, which provides that the fee shall be $92 per $1,000,000 of
     the proposed maximum aggregate offering price of the securities proposed to
     be registered.
================================================================================

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         VA Software Corporation ("Registrant") hereby incorporates by reference
in this Registration  Statement the following  documents:  1. The description of
Registrant's  Common Stock contained in Registrant's  Registration  Statement on
Form 8-A dated December 3, 1999 (File No. 000-28369),  filed pursuant to Section
12 of the Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and
any further  amendment or report  thereto filed with the Securities and Exchange
Commission for the purpose of updating such description.
2.  Registrant's  Annual  Report on Form 10-K for the fiscal year ended July 27,
2002 (File No. 000-28369), filed pursuant to Section 13(a) of the Exchange Act.

         3.  Registrant's  Quarterly  Report on Form 10-Q for the quarter  ended
October 26, 2002 (File No.  000-28369),  filed  pursuant to Section 13(a) of the
Exchange Act.

         4. All other reports filed by the Registrant  pursuant to Section 13(a)
or 15(d) of the  Exchange  Act since the end of the fiscal  year  covered by the
Annual Report referenced above.

         All  documents  filed by the  Registrant  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  hereby  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. The termination of any action, suit or proceeding by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith  and in a manner  which 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 reasonable cause to believe that the person's
conduct 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."

         Registrant's Amended and Restated Certificate of Incorporation provides
for the indemnification of directors to the fullest extent permissible under the
DGCL.

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

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

         Registrant  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.

         See Exhibit Index.

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, 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.

                  (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 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-3
<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 December 16, 2002.



                                              VA SOFTWARE CORPORATION



                                                 /s/ Kathleen R. McElwee
                                              ----------------------------------
                                              Kathleen R. McElwee
                                              Vice President and
                                              Chief Financial Officer


                                      II-4
<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints Ali Jenab and Kathy McElwee,  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 December 16, 2002 by the  following  persons in the
capacities indicated.
<TABLE>
<CAPTION>

               Signature                                         Title
-----------------------------------------    ------------------------------------------------
<S>                                          <C>

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

          /s/ Kathleen R. McElwee            Vice President and Chief Financial Officer
----------------------------------------
              Kathleen R. McElwee

          /s/ Larry M. Augustin              Chairman of the Board of Directors
----------------------------------------
              Larry M Augustin

          /s/ Andre M. Boisvert              Director
----------------------------------------
              Andre M. Boisvert

          /s/ Ram Gupta                      Director
----------------------------------------
              Ram Gupta

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

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

          /s/ Carl Redfield                  Director
----------------------------------------
              Carl Redfield

          /s/ David B. Wright                Director
----------------------------------------
              David B. Wright
</TABLE>


                                      II-5
<PAGE>

                         INDEX TO EXHIBITS

       Exhibit
        Number                      Description
------------------  ------------------------------------------------------------
         4.1*       Amended and Restated Certificate of Incorporation
         4.2*       Bylaws of the Registrant
         4.3*       1998 Stock Plan
         4.4*       1999 Employee Stock Purchase Plan
         4.5*       1999 Director Option Plan
         5.1        Opinion of  Wilson  Sonsini Goodrich &  Rosati, Professional
                    Corporation
        23.1        Consent of  PricewaterhouseCoopers LLP,  Independent  Public
                    Accountants
        23.2        Notice Regarding Consent of Arthur Anderson LLP
        23.3        Consent of counsel (contained in Exhibit 5.1)
        24.1        Power of Attorney (see page II-5)

     *  Incorporated  by reference from VA Software  Corporation's  Registration
     Statement on Form S-1, as amended (Commission File Number 333-88687)
[{"type": "S-8", "sequence": "1", "filename": "p16427_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20073}]
{"company-data": {"conformed-name": "VA SOFTWARE CORP", "cik": "0001096199", "assigned-sic": "7372", "irs-number": "770399299", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101965", "film-number": "02862023"}, "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"}, "former-company": {"former-conformed-name": "VA LINUX SYSTEMS INC", "date-changed": "19991004"}}
As filed with the Securities and Exchange Commission on December 18, 2002
                                                 Registration No. 333-__________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                             VA Software Corporation
             (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 titles of the Plans)

                                    Ali Jenab
                             Chief Executive Officer
                             VA SOFTWARE CORPORATION
                              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 Bertelsen, Esq.
                              Bret M. DiMarco, Esq.
                     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         Amount of
            Title Securities to                     to be             Offering Price        Aggregate Offering     Registration Fee
               be Registered                    Registered (1)           Per Share                 Price                 (4)
-------------------------------------------- -------------------- ------------------------ ---------------------- ------------------
Common Stock,  $0.001 par value,  available
for issuance under the 1998 Stock Plan          2,654,105 shares         $1.28 (2)              $3,397,254.40          $ 12.55

-------------------------------------------- -------------------- ------------------------ ---------------------- ------------------
Common Stock,  $0.001 par value,  available
for issuance  under the 1999 Employee Stock       500,000 shares         $1.09 (3)              $  544,000.00          $ 50.05
Purchase Plan
-------------------------------------------- -------------------- ------------------------ ---------------------- ------------------
Common Stock,  $0.001 par value,  available
for  issuance   under  the  1999   Director       250,000 shares         $1.28 (2)              $  320,000.00          $ 29.44
Option Plan
============================================ ==================== ======================== ====================== ==================
Total                                           3,404,105 shares                                $4,261,254.40          $392.04
============================================ ==================== ======================== ====================== ==================
(1)  Amount of  securities to be  registered  computed in  accordance  with Rule
     457(h)  promulgated  under the  Securities  Act of 1933,  as  amended  (the
     "Securities  Act"),  as the maximum  number of  Registrant's  Common  Stock
     issuable under the plans covered by this Registration  Statement.  Pursuant
     to Rule 416(a) of the Securities  Act, this  Registration  Statement  shall
     also cover any additional shares of Registrant's  Common Stock that becomes
     issuable under the plans covered by this  Registration  Statement by reason
     of any stock  dividend,  stock  split,  recapitalization  or other  similar
     transaction effected without the Registrant's receipt of consideration that
     results in an increase in the number of the Registrant's outstanding shares
     of Common Stock.
(2)  Estimated in accordance  with Rule 457(c) of the  Securities Act solely for
     the purpose of calculating the registration fee based on the average of the
     high and low prices per share of the Common Stock as reported on the Nasdaq
     National Market on December 16, 2002.
(3)  Estimated in accordance  with Rule 457(c) of the  Securities Act solely for
     the purpose of calculating the registration fee based on 85% of the average
     of the high and low prices per share of the Common Stock as reported on the
     Nasdaq National Market on December 16, 2002.
(4)  Amount of registration  fee was calculated  pursuant to Section 6(b) of the
     Securities  Act, which provides that the fee shall be $92 per $1,000,000 of
     the proposed maximum aggregate offering price of the securities proposed to
     be registered.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         VA Software Corporation ("Registrant") hereby incorporates by reference
in this Registration  Statement the following  documents:  1. The description of
Registrant's  Common Stock contained in Registrant's  Registration  Statement on
Form 8-A dated December 3, 1999 (File No. 000-28369),  filed pursuant to Section
12 of the Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and
any further  amendment or report  thereto filed with the Securities and Exchange
Commission for the purpose of updating such description.
2.  Registrant's  Annual  Report on Form 10-K for the fiscal year ended July 27,
2002 (File No. 000-28369), filed pursuant to Section 13(a) of the Exchange Act.

         3.  Registrant's  Quarterly  Report on Form 10-Q for the quarter  ended
October 26, 2002 (File No.  000-28369),  filed  pursuant to Section 13(a) of the
Exchange Act.

         4. All other reports filed by the Registrant  pursuant to Section 13(a)
or 15(d) of the  Exchange  Act since the end of the fiscal  year  covered by the
Annual Report referenced above.

         All  documents  filed by the  Registrant  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  hereby  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. The termination of any action, suit or proceeding by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith  and in a manner  which 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 reasonable cause to believe that the person's
conduct 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."

         Registrant's Amended and Restated Certificate of Incorporation provides
for the indemnification of directors to the fullest extent permissible under the
DGCL.

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

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

         Registrant  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.

         See Exhibit Index.

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, 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.

                  (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 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-3
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 December 16, 2002.

                                              VA SOFTWARE CORPORATION

                                                 /s/ Kathleen R. McElwee
                                              ----------------------------------
                                              Kathleen R. McElwee
                                              Vice President and
                                              Chief Financial Officer

                                      II-4
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints Ali Jenab and Kathy McElwee,  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 December 16, 2002 by the  following  persons in the
capacities indicated.
Signature                                         Title
-----------------------------------------    ------------------------------------------------
/s/ Ali Jenab                      Director, President and Chief Executive Officer
----------------------------------------
              Ali Jenab

          /s/ Kathleen R. McElwee            Vice President and Chief Financial Officer
----------------------------------------
              Kathleen R. McElwee

          /s/ Larry M. Augustin              Chairman of the Board of Directors
----------------------------------------
              Larry M Augustin

          /s/ Andre M. Boisvert              Director
----------------------------------------
              Andre M. Boisvert

          /s/ Ram Gupta                      Director
----------------------------------------
              Ram Gupta

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

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

          /s/ Carl Redfield                  Director
----------------------------------------
              Carl Redfield

          /s/ David B. Wright                Director
----------------------------------------
              David B. Wright
II-5
INDEX TO EXHIBITS

       Exhibit
        Number                      Description
------------------  ------------------------------------------------------------
         4.1*       Amended and Restated Certificate of Incorporation
         4.2*       Bylaws of the Registrant
         4.3*       1998 Stock Plan
         4.4*       1999 Employee Stock Purchase Plan
         4.5*       1999 Director Option Plan
         5.1        Opinion of  Wilson  Sonsini Goodrich &  Rosati, Professional
                    Corporation
        23.1        Consent of  PricewaterhouseCoopers LLP,  Independent  Public
                    Accountants
        23.2        Notice Regarding Consent of Arthur Anderson LLP
        23.3        Consent of counsel (contained in Exhibit 5.1)
        24.1        Power of Attorney (see page II-5)

     *  Incorporated  by reference from VA Software  Corporation's  Registration
     Statement on Form S-1, as amended (Commission File Number 333-88687)