Prospectus Supplement filed under Rule 424(b)(3)

Registration No. 333-115812

Prospectus Supplement No. 4 dated October 28, 2004

(To Prospectus dated August 13, 2004)

24,085,891 Shares

Common Stock

This prospectus supplement to the prospectus dated August 13, 2004 relates to up to 24,085,891 shares of our common stock that may be disposed of from time to time by the selling shareholders.

This prospectus supplement should be read in conjunction with the prospectus dated August 13, 2004, the Prospectus Supplement No. 1 dated August 16, 2004, the Prospectus Supplement No. 2 dated August 26, 2004 and the Prospectus Supplement No. 3 dated October 25, 2004. The information in this prospectus supplement updates and supercedes certain information contained in the prospectus dated August 13, 2004.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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)

October 28, 2004

TARANTELLA, INC.

(Exact name of registrant as specified in its charter)

California	000-21484	94-2549086
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

425 Encinal Street

Santa Cruz, California 95060

(Address of principal executive offices, including zip code)

(831) 427-7222

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 9.01 Financial Statements and Exhibits

The following exhibit is filed herewith:

Exhibit Number	Document
99.1	Text of press release issued by Tarantella, Inc., dated October 28, 2004, reporting the results of operations for Tarantella’s fourth fiscal quarter for the period ended September 30, 2004, and for the fiscal year for the period ended September 30, 2004.

Item 2.02 Results of Operations and Financial Condition

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

On October 28, 2004, Tarantella, Inc. issued a press release regarding its financial results for its fourth fiscal quarter for the period ended September 30, 2004, and for its fiscal year for the period ended September 30, 2004. The full text of the press release concerning the foregoing results is furnished herewith as Exhibit 99.1.

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.

	TARANTELLA, INC.
Date: October 28, 2004	By:	/s/ John M. Greeley
		John M. Greeley
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Document
99.1	Text of press release issued by Tarantella, Inc., dated October 28, 2004, reporting the results of operations for Tarantella’s fourth fiscal quarter for the period ended September 30, 2004, and for the fiscal year for the period ended September 30, 2004.

EXHIBIT 99.1

Tarantella, Inc. Announces Financial Results for Fourth Quarter and Fiscal Year 2004

FOR IMMEDIATE RELEASE

CONTACTS:

John M. Greeley, CFO	Todd Friedman
Tarantella, Inc.	The Blue Shirt Group
831-427-7460	415-217-5869
jgreeley@tarantella.com	todd@blueshirtgroup.com

Tarantella, Inc. Announces Financial Results for Fourth Quarter and Fiscal Year 2004

Fourth Quarter Revenue Increase Sequentially 24%

SANTA CRUZ, CA, October 28, 2004 – Tarantella, Inc. (OTC: TTLA.OB), a leading supplier of secure application access software, today announced its financial results for the fourth quarter and fiscal year 2004.

For the fourth fiscal quarter ended September 30, 2004, the Company announced revenue of $3.3 million, an operating loss of $5.5 million, and a net loss of $5.5 million or $0.20 per share. Those results reflect a restructuring charge of $1.6 million, legal settlement and litigation costs of $0.9 million, an impairment of intangibles charge of $0.4 million and an impairment of investment charge of $0.2 million. This compares to revenue of $2.6 million, an operating loss of $4.4 million, and a net loss of $3.7 million or $0.13 per share in the prior quarter ended June 30, 2004. The Company also reported cash and cash equivalents of $9.6 million as of September 30, 2004.

For the fiscal year, the Company announced revenue of $12.5 million, an operating loss of $16.0 million, and a net loss of $15.7 million or $0.71 per share. This compares to revenue of $14.0 million, an operating loss of $9.3 million, and a net loss of $9.7 million or $1.10 per share in the prior fiscal year ended September 30, 2003.

“Fiscal 2004 was a year of transition for Tarantella. We believe that we have now completed our transformation program and have successfully repositioned the Company for future revenue growth,” said John M. Greeley, Tarantella’s CFO. “In addition, we took steps to strengthen the Company’s competitive position and ability to grow revenue and achieve profitability. These important steps included signing new agreements with IBM and some of its key partners such as Morse plc and Mainline Information Systems, repositioning the Company’s product lines to take advantage of the growing Linux market, and realigning the Company’s cost structure.”

Today, the Company will conduct its previously scheduled conference call to discuss its 2004 fiscal fourth quarter and fiscal year results at 1:45 p.m. Pacific Daylight Time (4:45 p.m. EDT). This call is being webcast by CCBN and can be accessed at Tarantella’s web site at www.tarantella.com or in audio mode by dialing (617) 614-3471 with the passcode of 62481120. The call will be available for audio replay for seven days following the call by dialing (617) 801-6888 with the passcode of 46613972.

The webcast is also being distributed over CCBN’s Investor Distribution Network to both institutional and individual investors. Individual investors can listen to the call through CCBN’s individual investor center at www.fulldisclosure.com or by visiting any of the investor sites in CCBN’s Individual Investor Network. Institutional investors can access the call via CCBN’s password-protected event management site, StreetEvents (www.streetevents.com).

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Tarantella, Inc. Announces Financial Results for Fourth Quarter and Fiscal Year 2004

For Tarantella Investors:

This press release includes forward-looking statements, including statements related to future financial results, expected benefits of the company’s strategies, the company’s competitive position and the company’s future opportunities. Investors are cautioned that Tarantella’s actual results could differ materially from those contained in the forward-looking statements, which are based on current expectations of Tarantella management and are subject to a number of risks and uncertainties, including, but not limited to, Tarantella’s ability to achieve profitability, its success in executing its strategies and achieving the benefits of such strategies, business conditions and the general economy, market opportunities, potential new business strategies, competitive factors, sales and marketing execution, shifts in technologies or market demand and the other factors described from time to time in Tarantella’s SEC filings, including its filings on Forms 10-Q and 10-K. Tarantella disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

About Tarantella, Inc.

Tarantella, Inc. (OTC:TTLA.OB) is a leading provider of secure application access software to nearly 12,000 customers’ sites worldwide. Tarantella enables organizations to access and manage information, data and applications across all platforms, networks and devices. Tarantella bridges the gap between vendors, ensuring that customers have complete access to business-critical information. Using Tarantella’s software, customers realize the benefits of secure corporate data, maximizing return on existing IT assets and improved productivity. The company markets its products through the Internet, key industry partnerships, and a worldwide network of consultants and resellers. Tarantella is headquartered in Santa Cruz, Calif. For more information, please visit the Tarantella web site at www.tarantella.com.

Tarantella, Secure Global Desktop and the Tarantella logo are trademarks or registered trademarks of Tarantella, Inc. in the United States and other countries. All other brand and product names are or may be trademarks of, and are used to identify the products or services of, their respective owners.

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Tarantella, Inc. Announces Financial Results for Fourth Quarter and Fiscal Year 2004

TARANTELLA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except per share data)

	Three Months Ended September 30,						Year Ended September 30,
	2004			2003			2004			2003
	Unaudited						Unaudited
Net revenues:
Licenses	$	2,069		$	2,172		$	8,169		$	10,959
Services		1,184			907			4,319			3,047
Total net revenues		3,253			3,079			12,488			14,006
Cost of revenues:
Licenses		168			200			756			324
Impairment of intangibles		424			—			424			—
Services		389			377			1,547			1,231
Total cost of revenues		981			577			2,727			1,555
Gross margin		2,272			2,502			9,761			12,451
Operating expenses:
Research and development		1,088			1,325			4,403			4,280
Selling, general and administrative		4,122			4,477			18,558			15,186
Legal settlement and litigation costs		917			—			1,166			—
Restructuring charge		1,599			998			1,584			2,246
Total operating expenses		7,726			6,800			25,711			21,712
Operating loss		(5,454	)		(4,298	)		(15,950	)		(9,261	)
Other income (expense):
Interest income		33			2			80			54
Interest expense		23			(6	)		(4	)		(8	)
Gain on sale of investments		—			—			718			—
Impairment of investments		(244	)		—			(244	)		(151	)
Other income (expense), net		3			(100	)		(126	)		(18	)
Total other income (expense)		(185	)		(104	)		424			(123	)
Loss before income taxes		(5,639	)		(4,402	)		(15,526	)		(9,384	)
Provision for (benefit from) income taxes		(110	)		20			129			300
Net loss		(5,529	)		(4,422	)		(15,655	)		(9,684	)
Other comprehensive income (loss):
Foreign currency translation adjustment		(10	)		21			93			27
Unrealized gain on available for sale securities		—			232			256			409
Reclassification adjustment for gains included in net income		—			—			(718	)		—
Total other comprehensive income (loss)		(10	)		253			(369	)		436
Comprehensive loss	$	(5,539	)	$	(4,169	)	$	(16,024	)	$	(9,248	)
Net loss per share:
Basic and diluted	$	(0.20	)	$	(0.44	)	$	(0.71	)	$	(1.10	)
Shares used in net loss per share calculation:
Basic and diluted		27,533			10,014			21,951			8,809

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Tarantella, Inc. Announces Financial Results for Fourth Quarter and Fiscal Year 2004

TARANTELLA, INC.

CONSOLIDATED BALANCE SHEETS

	September 30, 2004			September 30, 2003
(In thousands)	Unaudited
Assets
Current assets:
Cash and cash equivalents	$	9,621		$	3,151
Trade receivables, net of allowances of $0.1 million at September 30, 2004 and $0.5 million at September 30, 2003		2,069			2,980
Available-for-sale equity securities		—			632
Other receivables		247			175
Prepaids and other current assets		622			720
Total current assets		12,559			7,658
Property and equipment, net		947			734
Acquired intangible assets, net		674			1,262
Goodwill		2,395			2,391
Other assets		19			343
Total assets	$	16,594		$	12,388
Liabilities and shareholders’ equity
Current liabilities:
Trade payables	$	832		$	1,341
Line of credit		—			319
Royalties payable		—			22
Royalties payable—former New Moon shareholders		1,713			1,725
Income taxes payable		210			549
Accrued restructuring charges		1,121			854
Accrued expenses and other current liabilities		3,740			3,317
Deferred revenues		2,572			1,757
Total current liabilities		10,188			9,884
Long-term deferred revenues		794			36
Long-term liabilities, other		16			—
Total long-term liabilities		810			36
Total liabilities		10,998			9,920
Shareholders’ equity:
Preferred stock, authorized 20,000 shares; no shares issued and outstanding in 2004 and 2003		—			—
Common stock, no par value, authorized 100,000 shares; issued and outstanding 27,553 at September 30, 2004 and 11,959 shares at September 30, 2003		146,088			126,749
Deferred stock compensation		(187	)		—
Accumulated other comprehensive income		184			553
Accumulated deficit		(140,489	)		(124,834	)
Total shareholders’ equity		5,596			2,468
Total liabilities and shareholders’ equity	$	16,594		$	12,388

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Tarantella, Inc. Announces Financial Results for Fourth Quarter and Fiscal Year 2004

TARANTELLA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Fiscal Years Ended September 30,
	2004			2003
(In thousands)	(Unaudited)
Cash flows from operating activities:
Net loss	$	(15,655	)	$	(9,684	)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization		1,142			935
Foreign currency exchange loss		55			15
Loss on disposal of property and equipment		16			97
Gain on sale of available-for-sale equity securities		(718	)		—
Impairment of investment		244			151
Amortization of deferred stock compensation		519			—
Stock compensation expense		219			10
Compensation expense to former Caststream shareholders		124			—
Impairment of New Moon purchased intangibles		424			—
Changes in operating assets and liabilities, net of New Moon acquisition:
Trade receivables		911			(193	)
Other receivables		(72	)		54
Prepaids and other current assets		98			151
Other assets		80			573
Trade payables		(530	)		160
Royalties payable		(22	)		(180	)
Income taxes payable		(339	)		(32	)
Accrued restructuring expenses		267			(17	)
Accrued expenses and other current liabilities		366			(2,010	)
Deferred revenues		1,573			703
Other long-term liabilities		16			—
Net cash used in operating activities		(11,282	)		(9,267	)
Cash flows from investing activities:
Net cash received from the New Moon acquisition		—			3,323
Purchases of property and equipment		(441	)		(237	)
Purchases of software and technical licenses		(421	)		—
Additional New Moon acquisition costs		(4	)		—
Change in royalties payable—former New Moon shareholders		(12	)		(102	)
Proceeds from sale of available-for-sale equity securities		889			—
Net cash provided by investing activities		11			2,984
Cash flows from financing activities:
Payments on capital lease obligations		(31	)		(230	)
Line of credit borrowings (payments)		(319	)		319
Net proceeds from issuance of common stock		284			182
Proceeds from private placement of common stock and warrants		17,807			2,099
Net cash provided by financing activities		17,741			2,370
Effects of exchange rate changes on cash and cash equivalents		—			9
Increase (decrease) in cash and cash equivalents		6,470			(3,904	)
Cash and cash equivalents at beginning of period		3,151			7,055
Cash and cash equivalents at end of period	$	9,621		$	3,151

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