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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

      [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
               EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

                                       OR

      [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 5(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

           FOR THE TRANSITION PERIOD FROM ____________ TO ____________

                         COMMISSION FILE NUMBER 0-22712

                                ----------------

                          VERITAS SOFTWARE CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                    94-2823068
  (STATE OR OTHER JURISDICTION                      (I.R.S. EMPLOYER 
OF INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NO.)

          1600 PLYMOUTH STREET
        MOUNTAIN VIEW, CALIFORNIA                         94043
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (650) 335-8000

                                ----------------

     SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
        SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                    COMMON STOCK, $0.001 PAR VALUE PER SHARE
                                (TITLE OF CLASS)

                                ----------------

    Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

    As of January 30, 1998, 30,841,854 shares of Common Stock of Registrant were
outstanding. The aggregate market value of the shares held by non-affiliates of
the Registrant (based upon the closing price of the Registrant's Common Stock on
January 30, 1998 of $49.13 per share) was approximately $1,186,395,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

    PORTIONS OF REGISTRANT'S DEFINITIVE PROXY STATEMENT TO BE FILED PURSUANT TO
REGULATION 14A PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE
SECURITIES EXCHANGE ACT OF 1934, WHICH IS ANTICIPATED TO BE FILED WITHIN 120
DAYS AFTER THE END OF THE REGISTRANT'S FISCAL YEAR ENDED DECEMBER 31, 1997, ARE
INCORPORATED BY REFERENCE IN PART III HEREOF.

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                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

   (a)The following documents are filed as part of this report:

(1) FINANCIAL STATEMENTS

   The following financial statements are filed as part of this Annual Report on
Form 10-K:

<TABLE>
<CAPTION>
                                                                                                PAGE
                                                                                                ----
<S>                                                                                             <C>
Consolidated Balance Sheets as of December 31, 1997 and December 31, 1996...................     35
Consolidated Statements of Operations for the years ended December 31, 1997, 1996 and 1995..     36
Consolidated Statements of Stockholders' Equity for the years ended December 31, 1997, 1996      37
and 1995....................................................................................
Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1996 and 1995..     38
Notes to Consolidated Financial Statements..................................................     39
Report of Ernst & Young LLP, Independent Auditors...........................................     50
</TABLE>

(2) FINANCIAL STATEMENT SCHEDULES

   The following financial statement schedule for the years ended December 31,
1997, 1996 and 1995 should be read in conjunction with the consolidated
financial statements of VERITAS Software Corporation filed as part of this
Annual Report on Form 10-K:
<TABLE>
<S>                                                                                             <C>
Schedule II-- Valuation and Qualifying Accounts and Reserves................................    51
</TABLE>

   Schedules other than that listed above have been omitted since they are
either not required, not applicable, or because the information required is
included in the consolidated financial statements or the notes thereto.



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(3) EXHIBITS

  EXHIBIT
  NUMBER                                               EXHIBIT TITLE
  ------                                               -------------

 2.01     Agreement and Plan of Reorganization by and among the Registrant,
          VERITAS Software Corporation, a California corporation ("VERITAS
          California") and OpenVision dated January 13, 1997 (incorporated by
          reference to Exhibit 2.01 of the Registrant's Registration Statement
          on Form S-4 filed with the Securities and Exchange Commission on March
          24, 1997 (the "Form S-4"))

 3.01     Registrant's Certificate of Incorporation (incorporated by reference
          to Exhibit 3.01 to the Form S-4)

 3.02     Registrant's Bylaws (incorporated by reference to Exhibit 3.02 to the
          Form S-4)

 4.01     Registration Rights Agreement between the Registrant and Warburg,
          Pincus Investors, L.P. dated April 25, 1997 (incorporated by reference
          to Exhibit 4.01 of the Registrant's Quarterly Report on Form 10-Q for
          the quarter ended June 30, 1997 (the "June 1997 Form 10-Q"))

 4.02     Nomination Agreement between the Registrant and Warburg, Pincus
          Investors, L.P. dated April 25, 1997 (incorporated by reference to
          Exhibit 4.02 to the June 1997 Form 10-Q).

 4.03     Indenture dated as of October 1, 1997 between the Registrant and State
          Street Bank and Trust Company of California, N.A. (incorporated by
          reference to Exhibit 4.06 of the Registrant's Quarterly Report on Form
          10-Q for the quarter ended September 30, 1997 (the "September 1997
          Form 10-Q"))

 4.04     Registration Rights Agreement dated as of October 1, 1997 between the
          Registrant and UBS Securities LLC (incorporated by reference to
          Exhibit 4.07 to the September 1997 Form 10-Q)

 10.01    Registrant's 1993 Equity Incentive Plan, as amended (incorporated by
          reference to Exhibit 10.03 to the Form S-4)

 10.02    Registrant's 1993 Directors Stock Option Plan, as amended
          (incorporated by reference to Exhibit 10.04 to the Form S-4)

 10.03    Registrant's 1993 Employee Stock Purchase Plan, as amended
          (incorporated by reference to Exhibit 10.05 to the Form S-4)

 10.04    OpenVision Technologies, Inc. 1996 Employee Stock Purchase Plan, as
          amended (incorporated by reference to Exhibit 10.19 to the Form S-4)

 10.05    Registrant's 1997 Chief Executive Officer Compensation Plan*(1)

10.06     Registrant's 1997 Executive Officer Compensation Plan*(1)

 10.07    Key Employee Agreement between Registrant, VERITAS California, and Jay
          A. Jones (incorporated by reference to Exhibit 10.18 to the Form S-4)*

 10.08    Key Employee Agreement between the Registrant, VERITAS California and
          Geoffrey W. Squire*(1)

 10.09    Key Employee Agreement between the Registrant, VERITAS California, and
          Kenneth E. Lonchar*(1)

 10.10    Key Employee Agreement between the Registrant, VERITAS California, and
          Paul A. Sallaberry*(1)

 10.11    Office Building Lease, dated September 2, 1994, as amended, by and
          between the Registrant and John Arriliaga and Richard T. Peery
          regarding property located in Mountain View, California (incorporated
          herein by reference to Exhibit 10.09 of the Registrant's Annual Report
          on Form 10-K for the year ended December 31, 1994 filed with the SEC
          on March 29, 1995)

 10.12    Amendment No 1. to Office Building Lease dated May 28, 1997 by and
          between the Registrant and John Arriliaga and Richard T. Perry (1)

 10.13    Agreement dated November 7, 1996 between VERITAS Software India Pvt.
          Ltd. and Talwalkar & Talwalkar and Mr. Rajendra Dattatraya Pathak,
          Mrs. Kamal Trimbak Nighojkar, Mrs. Bakul Prabhakar Pathak, Mrs. Nalini
          Manohar Saraf, Mr. Narhar Vaman Pandit, Mr. Madhav Narhar Pandit, Ms.
          Madhavi Damodar Thite, and Ms. Medha Narhar Pandit relating to the
          development of certain premises in Pune, India (incorporated by
          reference to Exhibit 10.12 to the Form S-4)

 21.01    Subsidiaries of the Registrant (1)

 23.01    Consent of Ernst & Young LLP, Independent Auditors (1)

 27.01    Financial Data Schedule (1)

 27.02    Restated Financial Data Schedule for the three months ended March 31,
          1996 (2)

 27.03    Restated Financial Data Schedule for the six months ended June 30,
          1996 (2)

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 27.04    Restated Financial Data Schedule for the nine months ended September
          30, 1996 (2)

 27.05    Restated Financial Data Schedule for the year ended December 31, 1996
          (2)

 27.06    Restated Financial Data Schedule for the three months ended March 31,
          1997 (2)

 27.07    Restated Financial Data Schedule for the six months ended June 30,
          1997 (2)

 27.08    Restated Financial Data Schedule for the nine months ended September
          30, 1997 (2)

----------

*  Management contract or compensatory plan or arrangements.

(1) Previously filed on March 2, 1998 with Registrant's Form 10-K for the year
    ended December 31, 1998.

(2) Filed herewith.

   (b) REPORTS ON FORM 8-K

   (i) The Company filed a report on Form 8-K dated October 3, 1997 which
       included the following items:

   Item 5. Disclosure of a press release filed by the Company announcing its
intention to raise $100 million through a private offering of Convertible
Subordinated Notes.

   Item 7(c). The Company filed the following exhibit:

   99.1  Press Release, dated October 3, 1997, of VERITAS Software Corporation

   (ii) The Company filed a report on Form 8-K dated October 10, 1997 which
        included the following items:

   Item 5. Disclosure of a press release filed by the Company announcing its
intention to sell $100 million of its 5 1/4% Convertible Subordinated Notes due
2004.

   Item 7(c). The Company filed the following exhibit:

   99.1  Press Release, dated October 10, 1997, of VERITAS Software Corporation


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                                   SIGNATURES

   Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to the
report to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Mountain View, State of California, on the 8th day of April 1998.

                                      VERITAS Software Corporation
                                      Registrant
                                               /s/ Kenneth E. Lonchar
                                      ------------------------------------------
                                                   Kenneth E. Lonchar
                                                 Vice President, Finance

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

                       SIGNATURE                                    TITLE                            DATE
                       ---------                                    -----                            ----
<S>                                                    <C>                                     <C>
PRINCIPAL EXECUTIVE OFFICER AND
DIRECTOR:
                  /s/ Mark Leslie
---------------------------------------------------    President, Chief Executive               April 8, 1998
                      Mark Leslie                      Officer and  Co-Chairman  of
                                                       the Board

PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:

              /s/ Kenneth E. Lonchar
---------------------------------------------------    Vice President, Finance and              April 8, 1998
                  Kenneth E. Lonchar                   Chief Financial Officer

ADDITIONAL DIRECTORS:

                                                       Co-Chairman of the Board                 April ___, 1998
---------------------------------------------------
                  Geoffrey W. Squire


              /s/ Fred van den Bosch
---------------------------------------------------    Director                                 April 8, 1998
                  Fred van den Bosch

                 /s/ Steven Brooks
---------------------------------------------------    Director                                 April 8, 1998
                     Steven Brooks      

                /s/ William Janeway
---------------------------------------------------    Director                                 April 8, 1998
                    William Janeway

                  /s/ Roel Pieper
---------------------------------------------------    Director                                 April 8, 1998
                      Roel Pieper

                 /s/ Joseph Rizzi
---------------------------------------------------    Director                                 April 8, 1998
                     Joseph Rizzi

</TABLE>


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                                INDEX TO EXHIBITS

27.02  Restated Financial Data Schedule for the three months ended March 31,
       1996

27.03  Restated Financial Data Schedule for the six months ended June 30, 1996

27.04  Restated Financial Data Schedule for the nine months ended September 30,
       1996

27.05  Restated Financial Data Schedule for the year ended December 31, 1996

27.06  Restated Financial Data Schedule for the three months ended March 31,
       1997

27.07  Restated Financial Data Schedule for the six months ended June 30, 1997

27.08  Restated Financial Data Schedule for the nine months ended September 30,
       1997