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                                                                   EXHIBIT 10.61

               2004 VERITAS EXECUTIVE INCENTIVE COMPENSATION PLAN

The VERITAS Executive Incentive Compensation Plan ("Plan") is designed to
motivate and reward the achievement of key business objectives while maintaining
alignment with shareholder value and expectations. Individuals eligible under
the plan include the President/CEO and EVP's of VERITAS Software Corporation.
The Plan is structured as an annual plan subject to semi-annual review and
modification by the Compensation Committee, and is comprised of three
measurement criteria; Revenue, EPS (Proforma), and individual goals and
objectives. Fifty percent (50%) of an individual's Total Target Bonus will be
comprised of a Revenue Bonus, and fifty percent of the Total Target Bonus will
be comprised of an EPS Bonus, each of which will be subject to adjustment based
on achievement of individual goals and objectives.

REVENUE BONUS

Subject to the provisions of this Plan, the Revenue Bonus will be equal to the
Target Revenue Bonus multiplied by the applicable Revenue Bonus Multiplier (as
set forth on Schedule 1). The applicable Revenue Bonus Multiplier is determined
based on the Company's consolidated Revenue for the applicable 12-month period
relative to the Company's Revenue target for the same period as specified in the
Company's 2004 operating plan approved by the Board of Directors. By way of
example, if the Company's Revenue for 2004 equals the foregoing Revenue target,
then the Company's relative achievement would be one hundred percent (100%) and
the Revenue Bonus Multiplier would be 1.0. The actual Revenue Bonus would be
equal to the Target Revenue Bonus multiplied by the Revenue Bonus Multiplier,
subject to adjustment as provided in this Plan. If Revenue achievement falls
between any two established targets, the Bonus Multiplier will be proportionally
adjusted.

EPS  BONUS

Subject to the provisions of this Plan, the EPS Bonus will be equal to the
Target EPS Bonus multiplied by the applicable EPS Bonus Multiplier (as set forth
on Schedule 1). The applicable EPS Multiplier is determined based on the
Company's actual EPS (proforma) for the applicable twelve-month period relative
to the Company's EPS target for the same period as specified in the Company's
2004 operating plan approved by the Board of Directors. By way of example, if
the Company's reported EPS is equal to the foregoing EPS target, then the
Company's performance relative to its operating plan would be 100% and the EPS
Bonus Multiplier would be 1.0. The actual EPS Bonus would be equal to the Target
EPS Bonus multiplied by the EPS Multiplier, subject to adjustment as provided in
this Plan. If achievement falls between any two established targets, the Bonus
Multiplier will be proportionally adjusted.

ELIGIBILITY

In order to be eligible to receive a bonus, the individual must be employed by
VERITAS Software at the time of payment. Although every effort will be made to
process payments on a timely basis, there is no guaranteed payment date
associated with this plan. Payments will be made only after financial results
have been reported and recommendations have been submitted to and approved by
the Compensation Committee or a majority of the independent directors of the
Board, as applicable.

APPROVALS

The actual bonus payment for the President/CEO will be reviewed by the
Compensation Committee and approved by a majority of the independent directors
of the Board. The actual bonus payments for EVP's will be reviewed and approved
by the Compensation Committee.

DISCRETION OF THE BOARD OF DIRECTORS

Notwithstanding the above, the Compensation Committee (or, with respect to the
CEO's bonus, a majority of the independent directors of the Board), at its sole
discretion, may modify or change this Plan or its implementation at any time,
including, but not limited to, revising performance targets, bonus multipliers,
strategic goals and objectives and actual bonus payments. The Compensation
Committee or majority of the independent directors of the Board of Directors, as
applicable, shall have the sole discretion to determine (i) whether performance
targets have been achieved, (ii) whether individual goals and objectives have
been achieved, and (iii) the amount of any adjustments to an individual's bonus
multipliers based on items (i) and (ii) above and such other criteria deemed
appropriate by the Compensation Committee. As a condition to participation, each
participant will acknowledge that he or she has reviewed and understood the
Plan, the bonuses under the plan are discretionary and no bonus will be payable
unless and until the actual amount of the bonus payment is approved by the
Compensation Committee or a majority of the independent directors of the Board,
as applicable.