EXHIBIT 23.02

                 NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

    Section 11(a) of the  Securities  Act of 1933,  as amended (the  "Securities
Act"),  provides that if any part of a  registration  statement at the time such
part becomes  effective  contains an untrue  statement of a material  fact or an
omission to state a material fact required to be stated  therein or necessary to
make the  statements  therein not  misleading,  any person  acquiring a security
pursuant to such registration statement (unless it is proved that at the time of
such  acquisition  such person knew of such untruth or omission) may sue,  among
others,  every  accountant  who has consented to be named as having  prepared or
certified  any part of the  registration  statement,  or as having  prepared  or
certified  any  report  or  valuation  which  is used  in  connection  with  the
registration  statement,  with  respect to the  statement  in such  registration
statement, report or valuation which purports to have been prepared or certified
by the accountant.

    This Form 10-K is incorporated  by reference into VA Software  Corporation's
filings on Form S-8 Nos. 333-88687,  333-38766, 333-38768, 333-38874, 333-71944,
333-92391, 333-92409 and 333-59096 (collectively, the "Registration Statements")
and, for purposes of  determining  any liability  under the  Securities  Act, is
deemed to be a new registration  statement for each Registration  Statement into
which it is incorporated by reference.

    On April 17, 2002, VA Software  Corporation ("VA Software") dismissed Arthur
Andersen  LLP  ("Arthur  Andersen")  as its  independent  auditor and  appointed
PricewaterhouseCoopers  LLP to  replace  Arthur  Andersen.  Both the  engagement
partner and the manager for VA Software's  prior fiscal year audit are no longer
with Arthur Andersen.  As a result, VA Software has been unable to obtain Arthur
Andersen's   written  consent  to  the   incorporation  by  reference  into  the
Registration  Statements  of its audit  report  with  respect  to VA  Software's
financial  statements  as of July 28,  2001 and July 28,  2000 and for the years
then ended.  Under these  circumstances,  Rule 437a under the Securities Act and
Rule2-02 of Regulation S-X  promulgated by the  Securities  Exchange  Commission
permit VA Software to file this Form 10-K without a written  consent from Arthur
Andersen.  As a result,  however,  Arthur  Andersen  will not have any liability
under  Section  11(a)  of the  Securities  Act for any  untrue  statements  of a
material fact contained in the financial  statements  audited by Arthur Andersen
or any omissions of a material fact required to be stated therein.  Accordingly,
you would be unable to assert a claim  against  Arthur  Andersen  under  Section
11(a)  of  the  Securities  Act  for  any  purchases  of  securities  under  the
Registration  Statements  made on or after  the date of this Form  10-K.  To the
extent  provided in Section  11(b)(3)(C) of the Securities Act,  however,  other
persons who are liable under Section 11(a) of the Securities  Act,  including VA
Software's officers and directors,  may still rely on Arthur Andersen's original
audit  reports as being made by an expert for  purposes  of  establishing  a due
diligence defense under Section 11(b) of the Securities Act.

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