EXHIBIT 4.2               SECOND ALLONGE AND AMENDMENT
                                       TO
                     SERIES A WARRANTS OF ELXSI CORPORATION

         THIS SECOND ALLONGE AND AMENDMENT (this  "instrument")  to the Series A
Warrant to Purchase Common Stock of ELXSI  Corporation,  a Delaware  corporation
(the "Company"),  described  hereinbelow (as amended by that certain Allonge and
Amendment dated  _________,  1997 (the "First  Allonge") (the "Subject  Warrants
Agreement"; and the warrants evidenced thereby, the "Subject Warrants") is being
executed by the Company and the  current  holder (the  "Holder")  of the Subject
Warrants,  with the intention and  understanding  that:  (1) the  amendments set
forth herein shall be binding upon the Company,  the Holder and their respective
successors and assigns (including, without limitation, subsequent holders of the
Subject Warrants); and (2) this instrument shall be attached to, and form a part
of, the Subject Warrants  Agreement or, in lieu thereof,  that the amendments of
the  Subject  Warrants  provided  for herein  shall be  incorporated  in any new
Subject  Warrants  Agreement that may be issued at a future date (including upon
any transfer of the Subject Warrants).

         FOR GOOD AND VALUABLE  CONSIDERATION,  the receipt and  sufficiency  of
which are hereby acknowledged by the parties hereto, and intending to be legally
bound, it is hereby agreed as follows:

                  1.  INCREASE  IN OF  EXERCISE  PRICE.  WITH THE  INTENTION  OF
FURTHER  INCREASING  (BEYOND  THAT  PROVIDED IN THE FIRST  ALLONGE)  THE CURRENT
EXERCISE PRICE OF THE SUBJECT  WARRANTS TO $4.50 PER SHARE,  THE SUBJECT WARRANT
AGREEMENT IS HEREBY  AMENDED BY: (A) DELETING THE "$3.125" BOTH TIMES IT APPEARS
IN THE INITIAL  PARAGRAPH  THEREOF  (DISREGARDING  FOR THIS  PURPOSE THE "$3.75"
INSERTED  THEREIN  PURSUANT TO THE FIRST  ALLONGE);  AND (B) INSERTING,  IN LIEU
THEREOF, "$4.50".

                  2.  EXTENSION  OF  EXPIRATION  DATE.  WITH  THE  INTENTION  OF
EXTENDING  THE  EXPIRATION  DATE OF THE SUBJECT  WARRANTS BY A FURTHER TWO YEARS
(BEYOND THE  EXPIRATION  PROVIDED  IN THE FIRST  ALLONGE),  THE SUBJECT  WARRANT
AGREEMENT IS HEREBY  AMENDED BY: (A) DELETING THE  "SEPTEMBER 30, 1996" WHERE IT
APPEARS IN THE DEFINITION OF "EXPIRATION  DATE" THEREIN  (DISREGARDING  FOR THIS
PURPOSE  THE  "SEPTEMBER  30,  1998"  INSERTED  THEREIN  PURSUANT  TO THE  FIRST
ALLONGE); AND (B) INSERTING, IN LIEU THEREOF, THE "SEPTEMBER 30, 2000".

                  3.  MISCELLANEOUS.  EXCEPT AS EXPRESSLY  AMENDED  HEREBY,  THE
SUBJECT  WARRANTS  AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT IN ACCORDANCE
WITH THE TERMS THEREOF; PROVIDED THAT THE FIRST ALLONGE IS SUPERSEDED HEREBY AND
SHALL NO LONGER BE OF ANY FORCE OR EFFECT.  THIS INSTRUMENT SHALL BE GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK,  WITHOUT  REGARD  TO THE  PROVISIONS  THEREOF
RELATING TO CONFLICT OF LAWS.

Dated: January ___, 1999                     SUBJECT WARRANTS:

                                             Cert. No.:    A-7   
                                             Dated:        8/1/95
                                             No. Warrants: 50,000
AGREED AND ACCEPTED:

THE COMPANY:                        THE HOLDER:
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ELXSI CORPORATION                            ELIOT KIRKLAND L.L.C.


By:                                          By:
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     Name:                                        Name:
     Title:                                       Title: