May 25, 2006

Mail Stop 4561


Darl C. McBride
President and Chief Executive Officer
The SCO Group, Inc.
355 South 520 West, Suite 100
Lindon, UT 84042

      Re:	The SCO Group, Inc.
		Post-effective Amendment to a Registration Statement on
Form S-3
      Filed May 8, 2006
		File No. 333-116732


Dear Mr. McBride:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Form S-3
Selling Stockholders, page 8
1. Please confirm, if true, that neither of the two selling
stockholders are broker-dealers or affiliates of registered
broker-
dealers.


Item 12. Undertakings, page II-2
2. Item 512(a) of Regulation S-K was recently amended in Release
No.
33-8591. Please revise your undertakings as appropriate.

      **********************************************

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, SCO Group, Inc. should furnish
a
letters prior to effectiveness of the post-effective amendment
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.



      Please contact Hugh Fuller at (202) 551-3853 or me at (202)
551-3730 with any other questions.

      					Sincerely,


      					Barbara C. Jacobs
      					Assistant Director


CC:	Nolan S. Taylor
	Dorsey & Whitney LLP
	170 South Main Street, Suite 900
	Salt Lake City, UT 84101-7373
      Facsimile: (801) 933-7373
Darl C. McBride, President
The SCO Group, Inc.
May 25, 2006
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