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                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

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                                     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, 1996.

[_] 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

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             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. [ ]

    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 3, 1996 on the New York Stock Exchange as reported 
in The Wall Street Journal, was approximately $3,726 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 3, 1996, THE REGISTRANT HAD OUTSTANDING 
                       73,158,255 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 October 30, 1996 (Part III), and (2) registrant's 
Annual Report to Stockholders for the fiscal year ended June 30, 1996 (Parts 
II and IV).

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    Part IV, Item 14(a)(3) is hereby amended to include the following exhibits:

      EXHIBITS
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      4.5     Indenture dated February 1, 1986 between Cray Research, Inc. and
              Manufacturers Hanover Trust Company, as Trustee.
    
      4.6     First Supplemental Indenture dated June 30, 1996 between the
              Company, Cray Research, Inc., and Chemical Bank (formerly
              Manufacturers Hanover Trust Company).




                                      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: December 6, 1996