Exhibit
10.19  AMENDED AND RESTATED
PROMISSORY NOTE SECURED BY DEED OF TRUST AND STOCK PLEDGE
AGREEMENT (Amended as of April 25,
2001)  NOTICE:  THIS
PROMISSORY NOTE PROVIDES FOR A BALLOON PAYMENT.   $250,000.00
  
  Mountain View, CaliforniaSeptember 27, 2000  For value received, the undersigned,WARREN C.
PRATT (Employee) and ELIZABETH PRATT (collectively, Borrower)
jointly and severally promise to pay to SILICON GRAPHICS, INC., a Delaware
corporation (SGI), or order, at 1600 Amphitheatre Pkwy. Mountain View,
California 94043, or such other place as SGI may designate in writing from time
to time, in lawful money of the United States of America, without abatement,
demand, deduction, setoff or counterclaim (except as provided in Paragraph 5),
the principal sum of Two Hundred Fifty Thousand and 00/100 Dollars
($250,000.00), together with interest thereon at the rate of six and
seventy-five hundredths percent (6.75%) per annum, compounded annually, from
the date first set forth above (Effective Date) until all principal, interest
and other charges under this Promissory note are paid in full.  1.             Payments.  All outstanding principal and accrued
interest under this Promissory note shall be due and payable on the Due Date
(as defined below).  Interest shall be
computed based upon a three hundred sixty (360) day year and thirty (30) day
month.  Every payment received by SGI
with respect to this Promissory note shall be applied as follows: first, to the
payment of any late charges; second, to the payment of accrued but unpaid
interest; and, third, to the payment of the outstanding principal balance of
this Promissory Note.  Notwithstanding
the foregoing, outstanding principal and accrued interest under this Promissory
Note shall be due and payable prior to the Due Date to the extent of fifty
percent (50%) of the sales proceeds payable to Borrower in connection with the
sale of any Shares (as defined below); provided, however, if SGIs employment
of Employee shall terminate or cease for any reason, whether voluntary or
involuntary, and whether with or without cause, or if Borrower shall be in
default hereunder, outstanding principal and accrued interest under this
Promissory Note shall be due and payable prior to the Due Date to the extent of
one hundred percent (100%) of these proceeds payable to Borrower in connection
with the sale of any such Shares.  In no
event shall the preceding sentence be deemed a limit of SGIs recourse or
Borrowers liability under this Promissory Note.  Borrower may prepay the principal amount outstanding under this
Promissory Note in whole or in part at any time without penalty.  1 
   2.             Due
Date.  The Due Date shall be the
earlier of (i) thirty (30) days after the date of termination or cessation of
SGIs employment of Employee, whether voluntarily or involuntarily, and whether
with or without cause, (ii) the date that Borrower sells, leases, transfers or
otherwise conveys all or any interest in the New Residence (as defined below),
or (iii) the fifth (5th) anniversary of the date first set forth above.  3.             Purpose
of Loan.  Borrower acknowledges and
agrees that SGI is making this loan to Borrower for the express purpose of
facilitating Employees relocation to the area of SGIs corporate headquarters
located in Mountain View, California. 
Borrower represents and warrants to SGI that Borrower will use all
proceeds of this Promissory Note for purposes of purchasing Borrowers new
principal residence located at (address omitted) (New Residence).  4.             Default.  In the event that Borrower fails to timely
pay any amount or perform any other obligation of Borrower under this
Promissory Note, the Deed of Trust (as defined below), the Pledge Agreement (as
defined below), that certain Promissory 
Note of even date herewith in the principal sum of $250,000.00 or any
other agreement or instrument now or hereafter executed by Borrower to evidence
or secure the performance of Borrowers obligations thereunder, SGI may, at its
option, declare the entire principal sum under this Promissory Note immediately
due and payable.  In the event that SGI
exercises this option, or the principal balance of this Promissory Note
otherwise becomes due and payable, all principal then outstanding under this
Promissory Note shall thereafter bear simple interest at the lesser of ten
percent (10%) per annum or the maximum rate permitted by law.  Failure to exercise this option shall not
constitute a waiver of SGIs right to exercise the same with respect to any
prior or subsequent defaults.  5.             Right
to Offset.  Borrower will have the
right to deduct or offset from or against amounts payable by Borrower to SGI
under this Promissory Note (1) amounts due but not yet paid by SGI to Borrower
under the letter agreement between Borrower and SGI dated April 25, 2001,
relating to forgiveable loan advances in an aggregate amount of up to
$5,000,000, or (2) to the extent not paid by SGI when due, the amount of the
tax gross-up to be provided by SGI under paragraph 9 of the Promissory Note for
a forgiveable loan in the principal amount of $500,000 dated September 27, 2000
and amended as of April 25, 2001.  6.             Security.  Borrowers obligations under this Promissory
Note are secured by (i) that certain Deed of Trust with Assignment of Rents of
even date herewith (Deed of Trust) encumbering the New Residence, as more
particularly described in the Deed of Trust, and (ii) that certain Pledge
Agreement of even date herewith (Pledge Agreement) encumbering Borrowers
right, title and interest in and to certain stock options and other pledged
collateral, as more particularly described in the Pledge Agreement (Pledged
Collateral).  2 
    7.             Due
on Sale.  The Deed of Trust provides
as follows:  If the trustor shall sell, convey or alienate said
property, or any part thereof, or any interest therein, or shall be divested of
his title or any interest therein in any manner or way, whether voluntarily or
involuntarily, without the written consent of the beneficiary being first had
and obtained, beneficiary shall have the right, at its option, except as
prohibited by law, to declare any indebtedness or obligations secured hereby,
irrespective of the maturity date specified in any not evidencing the same,
immediately due and payable.  8.             Attorneys
Fees.  In the event any legal action
or proceeding is required to enforce or interpret any provision of this
Promissory Note, Borrower shall pay to SGI upon demand all costs of collection
and reasonable attorneys fees incurred by SGI in connection therewith.  9.             Tax
Liability.  Borrower understands and
agrees that any and all income tax liability to Borrower resulting from this
Promissory Note shall be the sole responsibility of Borrower.  10.           Miscellaneous.  If any provision of this Promissory Note
shall be invalid or unenforceable for any reason, the same shall be
ineffective, but the remainder of this Promissory Note shall not be affected
thereby and shall remain in full force and effect. Time is of the essence of
each and every obligation of Borrower hereunder.  Presentment and demand for payment, notice of dishonor, protest
and notice of protest are hereby waived by Borrower.  If the due date for any payment under this Promissory Note falls
on a Saturday, Sunday or legal holiday, then such due date shall be extended to
the next business day.  None of the
terms or provisions of this Promissory note may be waived, altered, modified or
amended except by a writing signed by SGI and Borrower.  The provisions of this Promissory Note shall
be governed by California law.  The
covenants, terms and conditions hereof shall bind the heirs, successors and
assigns of Borrower and shall insure to the benefit of the successors and assigns
of SGI.  3 
   IN WITNESS WHEREOF, Borrower has executed this Promissory Note as of
the date first set forth above.  BORROWER:/s/  WARREN
  C. PRATTWARREN C. PRATT/s/ 
  ELIZABETH PRATTELIZABETH PRATT    Amendment Agreed and Accepted by SGI:   By:
  /s/  SANDRA
  ESCHERSandra EscherSenior Vice President and General Counsel   4