content: <PAGE>
   
                       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 26, 1998
  
  
                         THE SANTA CRUZ OPERATION, INC.           
            --------------------------------------------------------
             (Exact Name of Registrant as Specified in its charter)
  
  
   
  
         CALIFORNIA                     0-21484                  94-2539086  
  -------------------------           -----------            --------------------
  (State or other jurisdiction    (Commission File No.)         (IRS Employer
  of incorporation)                                         Identification Number)
  
  
                               400 ENCINAL STREET
                                  P.O. BOX 1900
                              SANTA CRUZ, CA 95061
                              --------------------
                    (Address of Principal Executive Offices)
  
  
  
                                 (831) 425-7222
                                 --------------
              (Registrant's Telephone Number, Including Area Code)
  <PAGE>
   
  ITEM 5.        OTHER EVENTS.
  
  On October 26, 1998, The Santa Cruz Operation, Inc., a California corporation
  (the "Company"), and International Business Machines Corporation, a New York
  corporation ("IBM"), entered into a Joint Development Agreement (the
  "Agreement") which provides for the licensing to IBM of certain operating system
  technology, the licensing from IBM of certain operating system technology and
  the cooperation between the parties for the development of a UNIX operating
  system designed to operate on the 64-bit Intel architecture ("IA-64").  The full
  text of the press releases announcing the Agreement are set forth in Exhibits
  99.1 and 99.2 attached hereto and are incorporated in this report as if fully
  set forth herein.
  
  
  ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c)    EXHIBITS
   
  99.1   Press Release dated October 26, 1998
   
  99.2   Press Release dated October 26, 1998
  
  
  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.
  
  
                                 THE SANTA CRUZ OPERATION, INC.
  
  
                                 By: /s/ Steven M. Sabbath
                                     ---------------------------
                                      Steven M. Sabbath
                                      Senior Vice President,
                                      Law & Corporate Affairs
  
  Date:  November 11, 1998
  
                                        -2-
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text: 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 26, 1998
  
                         THE SANTA CRUZ OPERATION, INC.           
            --------------------------------------------------------
             (Exact Name of Registrant as Specified in its charter)
  
   
  
         CALIFORNIA                     0-21484                  94-2539086  
  -------------------------           -----------            --------------------
  (State or other jurisdiction    (Commission File No.)         (IRS Employer
  of incorporation)                                         Identification Number)
  
                               400 ENCINAL STREET
                                  P.O. BOX 1900
                              SANTA CRUZ, CA 95061
                              --------------------
                    (Address of Principal Executive Offices)
  
                                 (831) 425-7222
                                 --------------
              (Registrant's Telephone Number, Including Area Code)
  ITEM 5.        OTHER EVENTS.
  
  On October 26, 1998, The Santa Cruz Operation, Inc., a California corporation
  (the "Company"), and International Business Machines Corporation, a New York
  corporation ("IBM"), entered into a Joint Development Agreement (the
  "Agreement") which provides for the licensing to IBM of certain operating system
  technology, the licensing from IBM of certain operating system technology and
  the cooperation between the parties for the development of a UNIX operating
  system designed to operate on the 64-bit Intel architecture ("IA-64").  The full
  text of the press releases announcing the Agreement are set forth in Exhibits
  99.1 and 99.2 attached hereto and are incorporated in this report as if fully
  set forth herein.
  
  ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c)    EXHIBITS
   
  99.1   Press Release dated October 26, 1998
   
  99.2   Press Release dated October 26, 1998
  
  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.
  
                                 THE SANTA CRUZ OPERATION, INC.
  
                                 By: /s/ Steven M. Sabbath
                                     ---------------------------
                                      Steven M. Sabbath
                                      Senior Vice President,
                                      Law & Corporate Affairs
  
  Date:  November 11, 1998
  
                                        -2-