<PAGE> 1
EXHIBIT 99.4
CONSENT OF MORGAN STANLEY & CO. INCORPORATED
Board of Directors
Seagate Technology, Inc.
920 Disc Drive
Scotts Valley, California 95066
Members of the Board:
We hereby consent (i) to the references to and description of our opinion
dated March 29, 2000 in the Registration Statement of VERITAS Software
Corporation on Form S-4 (the "Registration Statement") and in the Joint Proxy
Statement/Prospectus of VERITAS Software Corporation and Seagate Technology,
Inc., (the "Joint Proxy Statement/Prospectus"), which is part of the
Registration Statement, (ii) to the use of our opinion dated August 29, 2000
appearing as Annex G to the Joint Proxy Statement/ Prospectus, and to the
description of such opinion contained therein, and (iii) to the references to
our name contained in the Joint Proxy Statement/Prospectus under the heading
"Special Factors Regarding the Leveraged Buyout and the Merger -- Consideration
of the Leveraged Buyout and the Merger by Seagate -- Opinion of Seagate's
Financial Advisor". In giving the foregoing consent, we do not admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended (the "Securities Act"), or the rules and
regulations promulgated thereunder, nor do we admit that we are experts with
respect to any part of such Registration Statement within the meaning of the
term "experts" as used in the Securities Act or the rules and regulations
promulgated thereunder.
MORGAN STANLEY & CO. INCORPORATED
By: /s/ CHARLES R. CORY
-----------------------------------
Charles R. Cory
Managing Director
Menlo Park, California
October 19, 2000
