================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   Form 10-K/A

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

                     For the fiscal year ended July 31, 2005

                                       Or

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

            For the transition period from __________ to __________.

                        Commission File Number: 000-28369


                             VA Software Corporation
             (Exact name of Registrant as specified in its charter)


                   Delaware                                77-0399299
       (State or other jurisdiction of                  (I.R.S. Employer
        incorporation or organization)                 Identification No.)


                46939 Bayside Parkway, Fremont, California, 94538
          (Address, including zip code, of principal executive offices)

                                 (510) 687-7000
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $0.001 par value
                                (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]

     Indicate by check mark whether the Registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [X] No [ ]

     Indicate  by check mark  whether  the  Registrant  is a shell  company  (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [ ] No [X]

     As of September 30, 2005, there were 61,690,872  shares of the Registrant's
Common Stock outstanding. The aggregate market value of the Common Stock held by
non-affiliates  of the  Registrant  as of January 31, 2005 (based on the closing
price for the  Common  Stock on the  NASDAQ  National  Market for such date) was
approximately $112,860,976.  Shares of common stock held by each of our officers
and directors and by each person or group who owns 5% or more of our outstanding
common stock have been  excluded in that such persons or groups may be deemed to
be our affiliate.  This  determination  of affiliate status is not necessarily a
conclusive determination for other purposes.


                                       1
<PAGE>


                                EXPLANATORY NOTE

     This  Amendment  No. 1 to the  Annual  Report on Form  10-K is being  filed
solely to amend Exhibit 23.2 (Consent of PricewaterhouseCoopers LLP, Independent
Registered Public  Accounting Firm).  Unaffected Items have not been repeated in
this Amendment No. 1.

     Except as described  above, no other changes have been made to the original
Form 10-K,  and this Form 10-K/A does not amend,  update or change the financial
statements or any other Items or  disclosures  in the original  Form 10-K.  This
Form 10-K/A does not reflect events  occurring after the filing of the Form 10-K
or modify or update those  disclosures,  including any exhibits to the Form 10-K
affected by subsequent events. Information not affected by the changes described
above is unchanged and reflects the disclosures made at the time of the original
filing of the Form 10-K on  October  31,  2005.  Accordingly,  this Form  10-K/A
should be read in  conjunction  with our filings  made with the  Securities  and
Exchange  Commission  subsequent  to the  filing  of  the  original  Form  10-K,
including any amendments to those filings.


Item 15.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

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

     1.   All Financial Statements:

    See the Consolidated Financial Statements and notes thereto in Item 8.

     2.   Schedule II -- Valuation and Qualifying  Accounts are filed as part of
          this Form 10-K.

     3.   Exhibits:

     23.2 Amended Consent of PricewaterhouseCoopers  LLP, Independent Registered
          Public Accounting Firm


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                      VA SOFTWARE CORPORATION

                                      By:      /s/   ALI JENAB
                                         ---------------------------------------
                                                    Ali Jenab
                                           Chief Executive Officer and President


Date: November 15, 2005


                                       2