SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* BAYSTAR CAPITAL II LP (Last) (First) (Middle) C/O BAYSTAR CAPITAL MANAGEMENT, LLC 80 EAST SIR FRANCIS DRAKE BLVD., SUITE 2 (Street) LARKSPUR CA 94939 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/24/2004	3. Issuer Name and Ticker or Trading Symbol SCO GROUP INC [ SCOX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,208,645(1)	D
Common Stock	2,208,645(2)	I	Note 2
Common Stock	2,208,645(3)	I	Note 3
Common Stock	2,208,645(4)	I	Note 4
Common Stock	2,208,645(5)	I	Note 5

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* BAYSTAR CAPITAL II LP (Last) (First) (Middle) C/O BAYSTAR CAPITAL MANAGEMENT, LLC 80 EAST SIR FRANCIS DRAKE BLVD., SUITE 2 (Street) LARKSPUR CA 94939 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Baystar Capital Management, LLC (Last) (First) (Middle) 80 EAST SIR FRANCIS DRAKE BLVD., SUITE 2 (Street) LARKSPUR CA 94939 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Goldfarb Lawrence (Last) (First) (Middle) C/O BAYSTAR CAPITAL MANAGEMENT, LLC 80 EAST SIR FRANCIS DRAKE BLVD., SUITE 2 (Street) LARKSPUR CA 94939 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lamar Steven M (Last) (First) (Middle) C/O BAYSTAR CAPITAL MANAGEMENT, LLC 80 EAST SIR FRANCIS DRAKE BLVD., SUITE 2 (Street) LARKSPUR CA 94939 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DERBY STEVEN (Last) (First) (Middle) 53 FOREST AVENUE, 2ND FLOOR (Street) OLD GREENWICH CT 06870 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities are beneficially owned by Baystar Capital II, L.P. (the "Partnership").

2. These securities are held by the Partnership, for whom Baystar Capital Management, LLC ("Manager") is the investment manager. Pursuant to investment agreements, Manager shares all investment and voting power with respect to the securities held by the Partnership. The entire amount of the Issuer's securities held by the Partnership is reported herein. Manager disclaims any beneficial ownership of any of the Issuer's securities to which this report relates, except to the extent of its indirect pecuniary interest therein, and this report shall not be deemed an admission that Manager is the beneficial owner of such securities.

3. These securities are held by the Partnership. Lawrence Goldfarb is a managing member of Manager and, as such, shares all investment and voting power with respect to the securities held by the Partnership. Mr. Goldfarb disclaims any beneficial ownership of any of the Issuer's securities to which this report relates, except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Goldfarb is the beneficial owner of such securities.

4. These securities are held by the Partnership. Steven M. Lamar is a managing member of Manager, and as such, shares all investment and voting power with respect to the securities held by the Partnership. Mr. Lamar disclaims any beneficial ownership of any of the Issuer's securities to which this report relates, except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Lamar is the beneficial owner of such securities.

5. These securities are held by the Partnership. Bay East, L.P. is a managing member of Manager, of which Steven Derby is the general partner and sole owner of outstanding partnership interests. Accordingly, Mr. Derby shares all investment and voting power with respect to the securities held by the Partnership. Mr. Derby disclaims any beneficial ownership of any of the Issuer's securities to which this report relates, except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Derby is the beneficial owner of such securities.

	BAYSTAR CAPITAL II, L.P. By: /s/ Lawrence Goldfarb, Managing Member of Baystar Capital Management, LLC, the General Partner of Reporting Person	09/02/2004
	BAYSTAR CAPITAL MANAGEMENT, LLC By: /s/ Lawrence Goldfarb, Managing Member	09/02/2004
	/s/ Lawrence Goldfarb	09/02/2004
	/s/ Steven M. Lamar	09/02/2004
	/s/ Steven Derby	09/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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