Abstract. We give a further elaboration of the fundamental connections between Lax-Phillips scattering, conservative input/state/output linear systems and Sz.-Nagy-Foias model theory for both the discrete-and continuous-time settings. In particular, for the continuous-time setting, we show how to locate a scattering-conservative L 2 -well-posed linear system (in the sense of Staffans and Weiss) embedded in a Lax-Phillips scattering system presented in axiomatic form; conversely, given a scattering-conservative linear system, we show how one can view the space of finite-energy input-state-output trajectories of the system as the ambient space for an associated Lax-Phillips scattering system. We use these connections to give a simple, conceptual proof of the identity of the scattering function of the scattering system with the transfer function of the input-state-output linear system. As an application we show how system-theoretic ideas can be used to arrive at the spectral analysis of the scattering function.