SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 3, 2005

VERITAS Software Corporation

Registrant’s telephone number, including area code (650) 527-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Item 1.02. Termination of a Material Definitive Agreement.

On March 3, 2005, a subsidiary of VERITAS Software Corporation (together with its subsidiaries, the “Company”) entered into a Termination and Assignment Agreement (the “Termination Agreement”), by and among the Company; Wells Fargo Bank Northwest, National Association, as Owner Trustee; the various banks and other lending institutions listed on the signature pages thereto; Bank of America, N.A., as Agent; and certain other parties. Pursuant to the Termination Agreement and the transactions contemplated thereby, the Company acquired beneficial ownership of the VS Trust 1999-1, a trust organized under the laws of the State of Utah and the landlord of its Mountain View, California office headquarters. The Company leased the campus pursuant to a synthetic lease arrangement entered into in 1999. The Company acquired all of the beneficial interest of the trust for approximately $1 million, and concurrently paid off the acquisition and construction loan for the development of the Mountain View campus, in the outstanding amount of approximately $146 million. The loan payment was a condition to the Company’s acquisition of the beneficial interests in the trust and the Company did not incur any material early termination penalties in connection with the Termination Agreement. The Company’s decision to acquire the beneficial interests in the trust was in anticipation of the maturity date of the landlord’s loan, which the Company had guaranteed under the synthetic lease arrangement.

In addition, by the end of March 2005, the Company expects to acquire in a similar manner beneficial ownership of the trusts holding its office buildings in Roseville, Minnesota and Milpitas, California, each of which it is currently occupying under similar synthetic lease arrangements, for aggregate cash payments of approximately $235 million.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.