**EXHIBIT 31.02
**CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TOSECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002I, 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 respectto 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 periodspresented 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 ActRules 13a-15(e) and 15d-15(e)) 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 theperiod in which this report is being prepared;(b)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 bythis report based on such evaluation; and (c) 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, theregistrant’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’sboard 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 financialinformation; 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 financialreporting.
 
Date:  October 14, 2004                                                                            /s/      KATHLEEN R. MCELWEE                                                                                  Kathleen R. McElwee        *Chief Financial Officer and Senior Vice President*****