As filed with the Securities and Exchange Commission on June 23, 2004
                                                 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)

                              46939 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
                              46939 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:
                              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
<TABLE>
<CAPTION>
============================================ ==================== ======================== ====================== ==================
                                                   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>                    <C>
Common Stock, $0.001 par value, available
for issuance under the 1998 Stock Plan          2,718,033 shares       $2.13 (2)                $5,775,820.13          $  731.80
-------------------------------------------- -------------------- ------------------------ ---------------------- ------------------
Common Stock, $0.001 par value, available
for issuance under the 1999 Employee Stock        500,000 shares       $1.81 (3)                $  903,125.00          $  114.43
Purchase Plan
-------------------------------------------- -------------------- ------------------------ ---------------------- ------------------
Common Stock, $0.001 par value, available
for issuance under the 1999 Director              250,000 shares       $2.13 (2)                $  531,250.00          $   67.31
Option Plan
============================================ ==================== ======================== ====================== ==================

                                Total           3,468,033 shares                                $7,210,195.13          $  913.53
============================================ ==================== ======================== ====================== ==================
<FN>
(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 become 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 June 21,
     2004.
(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
     June 21, 2004.
(4)  Amount of registration fee was calculated  pursuant to Section 6(b) of the Securities Act, which provides that the fee shall be
     $126.70 per  $1,000,000  of the  proposed  maximum  aggregate  offering  price of the  securities  proposed  to be  registered.
====================================================================================================================================
</FN>
</TABLE>

<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 31,  2003 (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 31, 2003 (File No.  000-28369),  filed  pursuant to Section 13(a) of the
Exchange Act.

         4.  Registrant's  Quarterly  Report on Form 10-Q for the quarter  ended
January 31, 2004 (File No.  000-28369),  filed  pursuant to Section 13(a) of the
Exchange Act.

         5.  Registrant's  Quarterly  Report on Form 10-Q for the quarter  ended
April 30, 2004 (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.

                                      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 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 June 23, 2004.

                                             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 June 23,  2004 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


------------------------------------------------     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": "p18634_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20144}]
{"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": "333-116778", "film-number": "04877715"}, "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 June 23, 2004
                                                 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)

                              46939 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
                              46939 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:
                              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          2,718,033 shares       $2.13 (2)                $5,775,820.13          $  731.80
-------------------------------------------- -------------------- ------------------------ ---------------------- ------------------
Common Stock, $0.001 par value, available
for issuance under the 1999 Employee Stock        500,000 shares       $1.81 (3)                $  903,125.00          $  114.43
Purchase Plan
-------------------------------------------- -------------------- ------------------------ ---------------------- ------------------
Common Stock, $0.001 par value, available
for issuance under the 1999 Director              250,000 shares       $2.13 (2)                $  531,250.00          $   67.31
Option Plan
============================================ ==================== ======================== ====================== ==================

                                Total           3,468,033 shares                                $7,210,195.13          $  913.53
============================================ ==================== ======================== ====================== ==================
(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 become 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 June 21,
     2004.
(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
     June 21, 2004.
(4)  Amount of registration fee was calculated  pursuant to Section 6(b) of the Securities Act, which provides that the fee shall be
     $126.70 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 31,  2003 (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 31, 2003 (File No.  000-28369),  filed  pursuant to Section 13(a) of the
Exchange Act.

         4.  Registrant's  Quarterly  Report on Form 10-Q for the quarter  ended
January 31, 2004 (File No.  000-28369),  filed  pursuant to Section 13(a) of the
Exchange Act.

         5.  Registrant's  Quarterly  Report on Form 10-Q for the quarter  ended
April 30, 2004 (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.

                                      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 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 June 23, 2004.

                                             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 June 23,  2004 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

------------------------------------------------     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)