EXHIBIT 31.02

              CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
                SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002



I, Kathleen R. McElwee, certify that:

1.   I have reviewed this annual report on Form 10-K of VA Software Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect to the  periods  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)),for the registrant and have:

    (a) Designed  such  disclosure  controls  and  procedures,  or  caused  such
        disclosure controls and procedures to be designed under our supervision,
        to  ensure  that  material   information  relating  to  the  registrant,
        including its consolidated  subsidiaries,  is made known to us by others
        within  those  entities,  particularly  during  the period in which this
        report is being prepared;

    (b) Designed such internal control over financial reporting,  or caused such
        internal  control  over  financial  reporting  to be designed  under our
        supervision,  to provide reasonable  assurance regarding the reliability
        of financial  reporting and the preparation of financial  statements for
        external  purposes in  accordance  with  generally  accepted  accounting
        principles;

    (c) Evaluated the effectiveness of the registrant's  disclosure controls and
        procedures  and  presented  in this  report  our  conclusions  about the
        effectiveness of the disclosure  controls and procedures,  as of the end
        of the period covered by this report based on such evaluation; and

    (d) Disclosed in this report any change in the registrant's internal control
        over financial  reporting  that occurred  during the  registrant's  most
        recent fiscal  quarter (the  registrant's  fourth fiscal  quarter in the
        case of an annual report) that has materially affected, or is reasonably
        likely to materially  affect,  the  registrant's  internal  control over
        financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

    (a) All significant  deficiencies  and material  weaknesses in the design or
        operation  of  internal  control  over  financial  reporting  which  are
        reasonably  likely to  adversely  affect  the  registrant's  ability  to
        record, process, summarize and report financial information; and

    (b) Any fraud,  whether or not material,  that involves  management or other
        employees  who  have a  significant  role in the  registrant's  internal
        control over financial reporting.


Date:  October 31, 2005                        /s/      KATHLEEN R. MCELWEE
                                               ---------------------------------
                                               Kathleen R. McElwee
                                               Chief Financial Officer and
                                               Senior Vice President


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