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[SIMPSON THACHER & BARTLETT LLP LETTERHEAD]

May 6, 2005

Securities and Exchange Commission

Division of Corporate Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

    Attention:

    Barbara Jacobs, Esq.

Stephen Krikorian, Esq.

Sara Kalin, Esq.

    Re:

    VERITAS Software Corporation

Form 10-K for the year ended December 31, 2004

File No. 0-26247

Registration Statement on Form S-4

File No. 333-122724

Ladies and Gentlemen:

     On behalf of our client, VERITAS Software Corporation (the “Company”), we hereby submit this
letter in response to the comments set forth in the letter dated April 29, 2005, from Ms. Barbara
Jacobs to Mr. Gary L. Bloom of the Company. For your convenience, we have repeated and numbered
the comments from Ms. Jacobs’ letter.

Form 10-K for the fiscal year ended December 31, 2004

Evaluation of Disclosure Controls and Procedures, p. 56

    1.
    We note management’s conclusion that as a result of the material weakness discussed under
“Management’s Report on Internal Control Over Financial Reporting,” your disclosure controls
and procedures were not effective as of December 31, 2004. Please revise this section to
better explain the conditions that caused management to determine that a material weakness
existed. For example, while we note that management identified deficiencies related to manual
order entry processes and software revenue recognition review, it is unclear what type of
effect such deficiencies had on your financial reporting. You state in the second full
paragraph on page 57 that these deficiencies “resulted in errors in accounting for software
revenue recognition,” but neither the nature nor the quantified effect of such errors is
clear. Please revise and supplementally provide us with information regarding the quantified
effect of these errors on both an annual and quarterly basis.

    London

    Hong Kong

    Tokyo

    Los Angeles

    Palo Alto

Simpson
Thacher & Bartlett llp

    Securities and Exchange Commission

    -2-

    May 6, 2005

Response:

    The Company supplementally informs the Staff that, for the reasons described below, the
control deficiencies identified in its Annual Report on Form 10-K for the year ended
December 31, 2004 had the effect described below on the Company’s quarterly and annual
financial statements during 2004. The Company noted two areas of deficiencies that, in the
aggregate, constituted a material weakness in its internal control over financial
reporting: Software Revenue Recognition Review and Manual Order Entry Processes.

    Software Revenue Recognition Review: As part of management’s evaluation of the
effectiveness of the Company’s internal control over financial reporting,
management considered certain errors in the application of software revenue
recognition guidance involving complex multiple element software transactions. The
quantified effect of these errors, which were corrected in the Company’s financial
statements prior to the publication of the financial statements for the applicable
reporting periods, was as follows: $0 in the first quarter; $2.13 million in the
second quarter; $0 in the third quarter; $5.50 million in the fourth quarter; and
$7.63 million for the full year. These errors were corrected in the Company’s
financial statements prior to the publication and, accordingly, had no impact on
the Company’s financial statements for the respective periods.

    In addition, management considered errors in the application of software revenue
recognition guidance in the allocation of total fees among delivered and
undelivered elements for master reseller transactions. The quantified effect of
these errors, which were not corrected in the Company’s financial statements, was
as follows: $788,000 in the first quarter; $768,000 in the second quarter; $1.26
million in the third quarter; $630,000 in the fourth quarter; and $3.45 million for
the full year. On a percentage basis, these errors did not exceed 1% of pre-tax
income on a quarterly or annual basis.

    Manual Order Entry Process: As part of management’s evaluation of the
effectiveness of the Company’s internal control over financial reporting,
management identified certain manual input errors in the Company’s order entry
process. These errors had no impact on the financial statements during the
applicable periods. As part of KPMG’s annual audit, KPMG identified additional
errors caused primarily from manual input errors totaling $1.64 million. The
quantified effect of these errors, which were not corrected in the Company’s
financial statements, was as follows: $1.32 million in the third quarter; $319,000
in the fourth quarter; and approximately $800,000 for the full year. On a
percentage basis, these errors did not exceed 1% of pre-tax income on a quarterly
or annual basis.

Simpson
Thacher & Bartlett llp

    Securities and Exchange Commission

    -3-

    May 6, 2005

    Management’s evaluation of the aggregate impact of these deficiencies included an
assessment of the maximum potential impact on the financial statements that could result
from these deficiencies. Management concluded that the aggregation of the known errors and
the potential exposure associated with these deficiencies resulted in a more than remote
likelihood that a material misstatement of the Company’s financial statements would not be
prevented or detected by Company personnel in the normal course of performing their
assigned functions. Accordingly, the Company concluded that these control deficiencies, in
the aggregate, constituted a material weakness in the Company’s internal control over
financial reporting.

    Based on the foregoing, the Company does not believe that disclosure of the impact of the
control deficiencies discussed above would be helpful to investors and would respectfully
submit that no further disclosure is required in the Company’s Annual Report on Form 10-K
with respect thereto.

Remediation Steps to Address Material Weakness. p.57

    2.
    Please revise this section to disclose the timeline for implementation of all of the steps
you plan to take to address the material weakness identified by your management and indicate
the costs associated with such implementation.

Response:

    The Company respectfully requests that the additional information regarding the timeline
for implementation of remedial actions be addressed in Item 4 of its Quarterly Report on
Form 10-Q for the period ended March 31, 2005, which the Company intends to file on May 10,
2005. A draft of this disclosure is attached to this letter for the Staff’s review.

    The Company respectfully advises the Staff that the Company is in the process of assessing
the cost of implementing these controls, which will include an estimate of the number and
cost of additional personnel. However, the Company believes that in no event would these
costs be material to its results of operations and, as a result, that such information
would not be relevant to its investors. Accordingly, the Company respectfully requests that
it not be required to disclose an estimate of the costs of these remediation activities.

    3.
    Please revise to better explain the types of automated controls you plan to add to your order
processing system and how such controls will help to enhance your internal control over
financial reporting.

Response:

Simpson
Thacher & Bartlett llp

    Securities and Exchange Commission

    -4-

    May 6, 2005

    The Company respectfully requests that the additional information regarding the automated
controls that the Company plans to add to its order processing system be addressed in Item
4 of its Quarterly Report on Form 10-Q for the period ended March 31, 2005, which the
Company intends to file on May 10, 2005. A draft of this disclosure is attached to this
letter for the Staff’s review

Registration Statement On Form S-4

    4.
    The Form S-4 regarding your merger with Symantec should be revised to include prominent
disclosure indicating that your controls were not effective as of December 31, 2004. Such
disclosure should include a comprehensive discussion of the type of material weakness
identified by management and the corrective actions you plan to take in response thereto.

Response:

    The Company will include in a revised Form S-4 the language from Item 9A of its Annual
Report on Form 10-K for the year ended December 31, 2004 and the updated disclosure from
Item 4 of its Quarterly Report on Form 10-Q for the period ended March 31, 2005.

* * *

     Please direct any comments or questions regarding this filing to William H. Hinman, Jr. at
(650) 251-5120 or Gregory M. King at (650) 251-5175, of Simpson Thacher & Bartlett LLP.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

Attachments

    cc:

    Gary L. Bloom

John F. Brigden, Esq.

VERITAS Software Corporation

Form 10-Q, for the quarter ended March 31, 2005

Item 4. Controls and Procedures

     Appearing as exhibits to this Form 10-Q are the certifications of our chief executive officer
and chief financial officer required in accordance with Section 302 of the Sarbanes-Oxley Act of
2002. This Item 4 includes information concerning the controls, and controls evaluation, referred
to in the certifications. This section should be read in conjunction with the certifications for a
more complete understanding of the topics presented.

Evaluation of Disclosure Controls and Procedures

     Our disclosure controls and procedures are designed to provide reasonable assurance that
information required to be disclosed in our reports filed or submitted under the Securities
Exchange Act of 1934, such as this quarterly report on Form 10-Q, is recorded, processed,
summarized and reported within the time periods specified in the SEC rules and forms. Our
disclosure controls and procedures are also designed to ensure that such information is accumulated
and communicated to our management, including our chief executive officer and chief financial
officer, to allow timely decisions regarding required disclosure.

     Our chief executive officer and chief financial officer, with the assistance of our disclosure
committee, have conducted an evaluation of the effectiveness of our disclosure controls and
procedures as of March 31, 2005. We perform this evaluation on a quarterly basis so that the
conclusions concerning the effectiveness of our disclosure controls and procedures can be reported
in our annual report on Form 10-K and quarterly reports on Form 10-Q. Based on this evaluation, our
chief executive officer and chief financial officer have concluded that, as a result of the
material weakness in internal control over financial reporting discussed below, our disclosure
controls and procedures (as defined in Exchange Act Rule 13a-15(e)) were not effective as of March
31, 2005.

     We believe our financial statements fairly present in all material respects the financial
position, results of operations and cash flows for the interim and annual periods presented in our
annual report on Form 10-K for the year ended December 31, 2004 and quarterly report on this Form
10-Q. The unqualified opinion of our independent registered public accounting firm on our annual
financial statements is included in Part IV, Item 15 of our Form 10-K for the year ended December
31, 2004.

Material Weakness in Internal Control Over Financial Reporting

     Our management made an assessment of the effectiveness of our internal control over financial
reporting as of December 31, 2004. Based on this assessment, our management identified deficiencies
in the Company’s internal control over financial reporting that resulted in errors in accounting
for software revenue recognition and concluded that, in the aggregate, these deficiencies
constituted a material weakness in internal control over financial reporting as of December 31,
2004, as described below. A material weakness is a significant deficiency, as defined in Public
Company Accounting Oversight Board Auditing Standard No. 2, or a combination of significant
deficiencies, that results in more than a remote likelihood that a material misstatement of the
Company’s annual or interim financial statements would not be prevented or detected by company
personnel in the normal course of performing their assigned functions.

     Manual Order Entry Processes. As of December 31, 2004, we did not maintain adequate review
procedures requiring validation by qualified personnel of information included in manual customer
orders for software products and services to ensure that this information was accurately entered
into our order processing system and to ensure revenue recognition in accordance with generally
accepted accounting principles.

     Software Revenue Recognition Review. As of December 31, 2004, we did not maintain adequate
review procedures to ensure that multiple-element software arrangements and other related software
revenue recognition requirements were accounted for in accordance with generally accepted
accounting principles.

     Because of the material weakness described above, management concluded that the Company did
not maintain effective internal control over financial reporting as of December 31, 2004, based on
criteria established in Internal Control — Integrated Framework issued by the COSO. Our
independent registered public accounting firm, KPMG LLP, audited management’s assessment of the
effectiveness of the Company’s internal control over financial reporting. KPMG LLP issued an
attestation report thereon, which is included in Part IV, Item 15 of our Form 10-K for the year
ended December 31, 2004.

     During the quarter ended March 31, 2005, we implemented the following improvements to internal
control over financial reporting relating to the material weakness in our internal control over
financial reporting described above:

    •
    The Company established an Order Entry Compliance Desk in North America that reviews
non-standard orders and orders with license revenue greater than $25,000 to ensure that
data elements are valid and accurately processed.

    •
    The Company’s Order Entry Compliance Desk utilizes a standard checklist when reviewing
orders to ensure the review is complete and order input is accurate.

    •
    The Company enhanced its revenue recognition review documentation to more clearly
identify areas of judgment in the application of generally accepted accounting principles
and the basis for the Company’s conclusions regarding the amount and timing of revenue
recognition.

     Although we have taken the foregoing remedial actions, we have not completed an evaluation of
these internal control improvements to determine their effectiveness and the remedial impact upon
the material weakness described above. Moreover, we believe that the additional improvements to
our internal control over financial reporting described below will be required to remediate the
material weakness. Accordingly, we believe that the material weakness in our internal control over
financial reporting described above continues to exist as of March 31, 2005.

     We plan to take the following additional actions to complete the remediation of the material
weakness in our internal control over financial reporting described above:

    •
    Establishing Order Entry Compliance Desks in the European and Asia-Pacific regions that
will review non-standard orders and orders with license revenue greater than $25,000 to
ensure that data elements are valid and accurately processed, which we expect to implement
by June 30, 2005;

    •
    Implementing an automated hold on all orders for multiple element software arrangements
having license revenue greater than $25,000 until further review can be completed by
experienced personnel, which we expect to implement by June 30, 2005;

    •
    Increasing