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,  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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