SecProbe.io

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									October 6, 2005

Fax (510) 687 - 7155
Room 4561

Kathleen R. McElwee
Senior Vice President and
  Chief Financial Officer
VA Software Corporation
46939 Bayside Parkway
Fremont, CA 94538

      Re:   	VA Software Corporation
      	Form 8-K dated September 23, 2005
      	Form 10-Q for the Quarter Ended April 30, 2005
      File No. 000-28369

Dear Ms. McElwee:

      We have reviewed the above referenced filings and have the
following comments.  Please note that we have limited our review
to
the matters addressed in our comments below. We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 8-K dated September 23, 2005
1. Provide us with a copy of any management letters from BDO
Siedman,
LLP (BDO) to the audit committee or Board of Directors, as well as
copies of any correspondence, reports, or notes to and from the
company that address the reportable conditions related to your
controls and procedures for each of the years ended July 31, 2005
and
2004 and subsequent interim period.
2. Provide us with a list of closing or adjusting entries you
recorded to close the books or in connection with, or as a result
of,
the audit for the years ended July 31, 2005 and 2004 or the review
of
the subsequent interim periods.  Disclose the dollar effect of
each
adjustment to earnings.  Briefly explain each entry.
3. We note your statement that BDO declined to stand for
reelection
but continues to serve as the Company`s independent accountants.
Please be advised that once your relationship with BDO ceases,
that
date should be disclosed in Form 8-K.   Please include your
exhibit
16 letter from your former accountant in the amendment.

Form 10-Q for the Quarter Ended April 30, 2005

Item 4. Controls and Procedures, page 40
4. We note that your disclosure controls and procedures were
ineffective due to the material weakness identified by your
independent accountants.  Revise to disclose when the material
weakness first began.  To the extent the material weakness existed
during the quarters ended January 31, 2005 and October 31, 2004,
revise disclosure in your Forms 10-Q for those periods and
reconsider
the conclusions reached regarding the effectiveness of your
disclosure controls and procedures.

* * * * *

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information under the Exchange Act and that
they
have provided all information investors require for an informed
decision.  Since the company and its management are in possession
of
all facts relating to a company`s disclosure, they are responsible
for the accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      If you have any questions, please call David Edgar at (202)
551-3459.

Sincerely,

Kathleen Collins
      Accounting Branch Chief
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Ms. Kathleen R. McElwee
VA Software Corporation
September 23, 2005
Page 3

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