CORRESP 1 filename1.htm

 

[The SCO Group, Inc. Letterhead]

 

 

May 24, 2006

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re:                               The SCO Group, Inc. –

Registration Statement on Form S-3, as amended (Registration No. 333-130609)

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned Registrant hereby requests that the above-referenced Registration Statement be declared effective at 12:00 p.m. Eastern Time on May 25, 2006, or as soon as is practicable thereafter.

 

In connection with requesting acceleration of the effective date of the Registration Statement, the undersigned Registrant hereby acknowledges the following:

 

                  should the Securities and Exchange Commission (the “Commission”) or its staff (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 

                  the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

 

                  the Registrant may not assert the action of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

 

Very truly yours,

 

 

 

THE SCO GROUP, INC.

 

 

 

 

 

By:

/s/ Michael P. Olson

 

 

 

Michael P. Olson

 

 

Vice President, Finance and Controller