SecProbe.io

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                                October 21, 2005

Via EDGAR and Overnight Courier
-------------------------------

Mr. David Edgar
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

         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 Mr. Edgar:

     This letter is being submitted on behalf of VA Software  Corporation ("we",
the "Company",  the "Registrant",  or "VA Software"),  in response to the letter
from the staff of the  Securities  and Exchange  Commission  (the "Staff") dated
October 6, 2005, relating to the Company's Form 8-K dated September 23, 2005 and
Form 10-Q for the Quarter  Ended April 30, 2005.  In this letter we have recited
the Staff's comments in bold type above our responses to such comments.

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.

     On October 13,  2005,  the Company  supplementally  provided the Staff with
     copies of certain  management  letters  from BDO to the audit  committee or
     Board of Directors, as well as copies of certain  correspondence,  reports,
     or notes to and from the Company  that  address the  reportable  conditions
     related to its controls and procedures for each of the years ended July 31,
     2005 and 2004 and the subsequent interim period.  Additional materials that
     are  responsive  to this request have been  supplementally  provided to the
     Staff.

<PAGE>

Mr. David Edgar
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Page 2

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.

     On October 13, 2005, the Company  supplementally  provided the Staff with a
     list of closing or  adjusting  entries it 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,  disclosed
     the dollar  effect of each  adjustment to earnings,  and briefly  explained
     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.

     We  supplementally  confirm  to the Staff  that we will file an  additional
     Current  Report on Form 8-K to  disclose  the date on which  the  Company's
     relationship with BDO ceases.

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 noted in the Registrant's  Quarterly Report on Form 10-Q for the quarter
     ended April 30, 2005 (the "April 10-Q"),  the material weakness  identified
     by the  Registrant's  independent  accountants  pertained  to the  need for
     additional  resources and technical accounting expertise to be available to
     the Registrant's  accounting and financial reporting function to assist the
     Registrant in addressing  relatively complex transactions and/or accounting
     issues  that  arise  from time to time in the  course  of the  Registrant's
     operations.

     The  Registrant's  resources and technical  accounting  expertise have been
     relatively  constant since the Registrant  exited its Linux-based  hardware
     systems and services business in June, 2001. During that time period, there
     have been  certain  relatively  complex  transactions  that  were  properly
     accounted  for by  the  Registrant.  The  identification  of  the  material
     weakness  associated  with the need for additional  resources and technical
     accounting  expertise  arose during the quarter  ended April 30,  2005,  in

<PAGE>

Mr. David Edgar
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Page 3

     connection  with the  Registrant's  accounting for its  volume-based  sales
     incentive program related to rewarding  recurring purchases by customers of
     its ThinkGeek.com  Internet-based  consumer retail site and,  specifically,
     whether the Registrant had developed  sufficient  historical  experience to
     begin  calculating the amount of the accrued  liability  pertaining to such
     program based on estimated future  redemption  rates of customer  incentive
     rewards as compared to  continuing  to  calculate  the  liability  based on
     actual expirations of such incentive rewards.

     The  Registrant  and  the  Registrant's   independent   registered   public
     accountants  ultimately agreed on the appropriate  accounting for the sales
     incentive  program  prior to the  filing of the  Registrant's  April  10-Q;
     however the Registrant was required to record a post-closing  adjustment as
     of April 30, 2005 to adjust the reserve  relating to the accrued  liability
     of customer  incentive  rewards to eliminate  the  Registrant's  previously
     estimated future  redemption rates of such incentive rewards as compared to
     the actual  expirations based on the measurement  period discussed with the
     Registrant's  independent  registered public accountants.  The Registrant's
     independent registered public accountants concluded that the nature, timing
     and  amount  of this  post-closing  entry  were  indicative  of a  material
     weakness in the Registrant's  internal control over financial reporting for
     the period  ending April 30, 2005,  which  conclusion  was confirmed by the
     Registrant.

     Prior to the  beginning of the quarterly  period ended April 30, 2005,  the
     Registrant  had  encountered   certain  relatively  complex   transactions;
     however,  management  had  not  previously  determined  that  any  material
     weaknesses existed due to a lack of technical accounting expertise, nor had
     the  Registrant   been  advised  by  its  independent   registered   public
     accountants that such conditions  existed.  The Registrant notes that while
     the  Registrant's  resources and technical  accounting  expertise have been
     relatively  constant since the Registrant  exited its Linux-based  hardware
     systems and services  business in June,  2001,  during the  second-half  of
     fiscal 2005 such  technical  resources had  additional  demands placed upon
     them as the  Registrant has been required to devote  considerable  time and
     energy   towards  its   documentation,   testing  and   assessment  of  the
     Registrant's  internal control over financial  reporting in compliance with
     section 404 of the  Sarbanes-Oxley  Act of 2002. In light of the foregoing,
     the Registrant  concluded  that the material  weakness began in the quarter
     ended April 30, 2005.  The  Registrant  has taken steps to  remediate  this
     control  deficiency;  however,  management is still assessing  whether such
     steps  have  been  effective  in  sufficiently   remediating  this  control
     deficiency.

     As requested by the Staff, the Company acknowledges that:

o    the Company is responsible  for the adequacy and accuracy of the disclosure
     in its filings with the Securities and Exchange Commission;

<PAGE>

Mr. David Edgar
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Page 4

o    Staff  comments or changes to disclosure  in response to Staff  comments do
     not foreclose the Securities and Exchange Commission from taking any action
     with respect to such filings; and

o    the Company may not assert  Staff  comments as a defense in any  proceeding
     initiated by the Securities and Exchange Commission or any person under the
     federal securities laws of the United States.

     We would like to discuss  these  comments and  responses  at your  earliest
convenience.  Bret DiMarco at Wilson Sonsini  Goodrich and Rosati,  P.C., can be
reached at (650) 320-4638,  and I can be reached at (510) 687-7074.  Please feel
free to contact either of us.

                                          Sincerely,

                                          VA SOFTWARE CORPORATION

                                          /s/ Kathleen R. McElwee
                                          -----------------------
                                          Kathleen R. McElwee

Enclosures
cc:      Jay Seirmarco, Esq.
         Linda Chan, Esq.
         Bret M. DiMarco, Esq.
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