UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one): ¨ Form 10-K            ¨ Form 20-F            ¨ Form 11-K            x Form 10-Q
¨ Form N-SAR            ¨ Form N-CSR
For Period Ended:             December 31, 2003            

¨ Transition Report on Form 10-K

¨ Transition Report on Form 20-F

¨ Transition Report on Form 11-K

¨ Transition Report on Form 10-Q

¨ Transition Report on Form N-SAR

¨ For the Transition Period Ended: _______________________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

TARANTELLA, INC.

Full Name of Registrant

THE SANTA CRUZ OPERATION, INC.

Former Name if Applicable

425 Encinal Street

Address of Principal Executive Office (Street and Number)

Santa Cruz, California 95060

City, State and Zip Code

SEC 1344 (07-03) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

¨	a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
	b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	c)	The accountant’s statement or other exhibit required by Rule 12b-5(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)

As previously announced, the Company has undertaken an audit of its financial statements for fiscal 2002 and 2003. Accordingly, the Company has not completed its review of quarterly result for the period ended December 31, 2003 and is unable to quantify and discuss any significant changes of operations from the corresponding prior period. The Company cannot reasonably estimate when it will be in a position to file its Form 10-Q for the quarterly period ended December 31, 2003 nor when the Company’s external auditors will be able to complete a review in accordance with professional standards and procedures for conducting such reviews, as established by generally accepted auditing standards.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

John Greeley	(831)	427-7222
(Name)	(Area Code)	(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).    Yes ¨            No x

Quarterly Report on Form 10-Q for the period ended June 30, 2003.

Annual Report on Form 10-K for the year ended September 30, 2003.

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof ?

Yes ¨            No x

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

TARANTELLA, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date February 17, 2004 By /s/ John Greeley

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).