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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, 1995.

[ ] 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:

                                                 NAME OF EACH EXCHANGE
        TITLE OF EACH CLASS                       ON WHICH REGISTERED:
        -------------------                       --------------------
   Common Stock, $0.001 par value               New York Stock Exchange
  Preferred Share Purchase Rights               New York Stock Exchange



    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 5, 1995 on the New York Stock Exchange as reported in
The Wall Street Journal, was approximately $5,805 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 5, 1995, THE REGISTRANT HAD OUTSTANDING 161,129,805 SHARES OF
                                    COMMON STOCK.

                         DOCUMENTS INCORPORATED BY REFERENCE

Parts of the following documents are incorporated by reference to this
Form 10-K Report: (1) Proxy Statement for registrant's Annual
Meeting of Stockholders to be held November 1, 1995 (Part III), and (2)
registrant's Annual Report to Stockholders for the fiscal year ended June 30,
1995 (Parts I, II and IV).


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    This Amendment No. 1 to the Annual Report on Form 10-K for the period ended
June 30, 1995 includes a financial data schedule that has been restated as the
result of the June 15, 1995 mergers of Silicon Graphics, Inc., Alias Research
Inc. and Wavefront Technologies, Inc. which have been accounted for as pooling
of interests.



    Item 14(a)(3) is hereby amended as follows:

         EXHIBITS

         27.1      Restated Financial Data Schedule.




                                      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.

    SILICON GRAPHICS, INC.


                                   By:  /s/ William M. Kelly
                                       ----------------------------------------
                                       William M. Kelly, Senior Vice President,
                                       General Counsel and Secretary

Dated:  February 7, 1997