Exhibit 3.2

AMENDED AND RESTATED BYLAWS  OF  SILICON GRAPHICS, INC.

July 25, 2000

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TABLE OF CONTENTS

|                            |  |                                                                     |  | 
|--------------------------- |  | ------------------------------------------------------------------- |  | 
|ARTICLE ICORPORATE OFFICES |  |                                                                    
|1.1                         |  | Registered Office                                                   |  | 
|1.2                         |  | Other Offices                                                       |  | 
|ARTICLE IISTOCKHOLDERS     |  |                                                                    
|2.1                         |  | Place of Meetings                                                   |  | 
|2.2                         |  | Annual Meeting                                                      |  | 
|2.3                         |  | Special Meeting                                                     |  | 
|2.4                         |  | Notice of Stockholders Meetings                                     |  | 
|2.5                         |  | Manner of Giving Notice; Affidavit of Notice                        |  | 
|2.6                         |  | Quorum                                                              |  | 
|2.7                         |  | Adjourned Meeting; Notice                                           |  | 
|2.8                         |  | Voting                                                              |  | 
|2.9                         |  | Waiver of Notice                                                    |  | 
|2.10                        |  | Stockholder Action by Written Consent Without a Meeting             |  | 
|2.11                        |  | Record Date for Stockholder Notice; Voting; Giving Consents         |  | 
|2.12                        |  | Proxies                                                             |  | 
|2.13                        |  | Conduct of Business                                                 |  | 
|2.14                        |  | Inspectors of Election                                              |  | 
|2.15                        |  | Inspectors of Election and Procedures for Counting Written Consents |  | 
|ARTICLE IIIDIRECTORS       |  |                                                                    
|3.1                         |  | Powers                                                              |  | 
|3.2                         |  | Number of Directors                                                 |  | 
|3.3                         |  | Election, Qualification and Term of Office of Directors             |  | 
|3.4                         |  | Resignation and Vacancies                                           |  | 
|3.5                         |  | Place of Meetings; Meetings by Telephone                            |  | 
|3.6                         |  | Regular Meetings                                                    |  | 
|3.7                         |  | Special Meetings; Notice                                            |  | 
|3.8                         |  | Quorum                                                              |  | 
|3.9                         |  | Waiver of Notice                                                    |  | 
|3.10                        |  | Adjourned Meeting; Notice                                           |  | 
|3.11                        |  | Board Action by Written Consent Without a Meeting                   |  | 
|3.12                        |  | Fees and Compensation of Directors                                  |  | 
|3.13                        |  | Approval of Loans to Officers                                       |  | 
|3.14                        |  | Removal of Directors                                                |  | 
|3.15                        |  | Conduct of Business                                                 |  | 
|ARTICLE IVCOMMITTEES       |  |                                                                    
|4.1                         |  | Committees of Directors                                             |  | 
|4.2                         |  | Committee Minutes                                                   |  | 
|4.3                         |  | Meetings and Action of Committees                                   |  | 
|ARTICLE VOFFICERS          |  |                                                                    
|5.1                         |  | Officers                                                            |  | 
|5.2                         |  | Appointment of Officers                                             |  | 
|5.3                         |  | Subordinate Officers                                                |  | 
|5.4                         |  | Removal and Resignation of Officers                                 |  | 
|5.5                         |  | Vacancies in Offices                                                |  | 
|5.6                         |  | Chairman of the Board                                               |  | 
|5.7                         |  | Chief Executive Officer; President                                  |  | 

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|5.8                             |  | Vice Presidents                                  |  | 
|------------------------------- |  | ------------------------------------------------ |  | 
|5.9                             |  | Secretary                                        |  | 
|5.10                            |  | Chief Financial Officer                          |  | 
|5.11                            |  | Treasurer                                        |  | 
|5.12                            |  | Assistant Secretary                              |  | 
|5.13                            |  | Assistant Treasurer                              |  | 
|5.14                            |  | Authority and Duties of Officers                 |  | 
|5.15                            |  | Representation of Shares of Other Corporations   |  | 
|ARTICLE VIINDEMNITY            |  |                                                 
|6.1                             |  | Indemnification of Directors and Officers        |  | 
|6.2                             |  | Indemnification of Others                        |  | 
|6.3                             |  | Insurance                                        |  | 
|ARTICLE VIIRECORDS AND REPORTS |  |                                                 
|7.1                             |  | Maintenance and Inspection of Records            |  | 
|7.2                             |  | Inspection by Directors                          |  | 
|ARTICLE VIIIGENERAL MATTERS    |  |                                                 
|8.1                             |  | Checks                                           |  | 
|8.2                             |  | Execution of Corporate Contracts and Instruments |  | 
|8.3                             |  | Stock Certificates; Partly Paid Shares           |  | 
|8.4                             |  | Special Designation on Certificates              |  | 
|8.5                             |  | Lost Certificates                                |  | 
|8.6                             |  | Construction; Definitions                        |  | 
|8.7                             |  | Dividends                                        |  | 
|8.8                             |  | Fiscal Year                                      |  | 
|8.9                             |  | Seal                                             |  | 
|8.10                            |  | Transfer of Stock                                |  | 
|8.11                            |  | Stock Transfer Agreements                        |  | 
|8.12                            |  | Registered Stockholders                          |  | 
|8.13                            |  | Notices                                          |  | 
|ARTICLE IXAMENDMENTS           |  |                                                 
|ARTICLE XDISSOLUTION           |  |                                                 

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