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                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                  FORM 10-K/A
 
(Mark One)
 
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
    of 1934. For the fiscal year ended June 30, 1997.
 
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934. For the transition period from          to          .
 
                         Commission File Number 1-10441
 
                               SILICON GRAPHICS, INC.
             (Exact name of registrant as specified in its charter)
 
           DELAWARE                            94-2789662
(State or Other Jurisdiction of             (I.R.S. Employer
Incorporation or Organization)           Identification Number)
 
      2011 NORTH SHORELINE BOULEVARD, MOUNTAIN VIEW, CALIFORNIA 94043-1389
             (Address of principal executive offices and zip code)
 
         Registrant's telephone number, including area code: (415) 960-1980
 
                            ------------------------
 
          Securities registered pursuant to Section 12(b) of the Act:
 
<TABLE>
<CAPTION>
                                          NAME OF EACH EXCHANGE
        TITLE OF EACH CLASS               ON WHICH REGISTERED:
------------------------------------  -----------------------------
<S>                                   <C>
Common Stock, $0.001 par value              New York Stock Exchange
Preferred Share Purchase Rights             New York Stock Exchange
5 1/4% Senior Convertible Notes             New York Stock Exchange
</TABLE>
 
    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_ No ___
 
    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
 
    The aggregate market value of the registrant's voting stock held by
non-affiliates of the registrant, based upon the closing sale price of the
Common Stock on September 2, 1997 on the New York Stock Exchange as reported in
The Wall Street Journal, was approximately $3,638 million. Shares of voting
stock held by each executive officer and director and by each person who owns 5%
or more of any class of registrant's voting stock have been excluded in that
such persons may be deemed to be affiliates. This determination of affiliate
status is not necessarily a conclusive determination for other purposes.
 
 AS OF SEPTEMBER 2, 1997, THE REGISTRANT HAD OUTSTANDING 183,154,820 SHARES OF
                                 COMMON STOCK.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
    Parts of the Proxy Statement for registrant's Annual Meeting of Stockholders
to be held October 29, 1997 are incorporated by reference into Part III of this
Form 10-K Report.
 
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    Part IV, Item 14(a)(3) is hereby amended to include the following exhibit:
 
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<CAPTION>
 EXHIBITS
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<S>          <C>
      23.1   Consent of Ernst & Young LLP, Independent Auditors.
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                                   SIGNATURES
 
    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
 
<TABLE>
<S>                             <C>  <C>
                                SILICON GRAPHICS, INC.
 
                                By:             /s/ WILLIAM M. KELLY
                                     -----------------------------------------
                                                  William M. Kelly
                                          SENIOR VICE PRESIDENT, CORPORATE
                                                     OPERATIONS
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Dated: September 30, 1997