<PAGE>

          As filed with the Securities and Exchange Commission on July 19, 1996.
                                               Registration No. ________________
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                            -------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                           --------------------------

                             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)

                           --------------------------

                       1993 LONG-TERM INCENTIVE STOCK PLAN
                            (Full title of the plan)

                           --------------------------

                                WILLIAM M. KELLY
                  Vice President, General Counsel and Secretary
                             SILICON GRAPHICS, INC.
                         2011 North Shoreline Boulevard
                      Mountain View, California 94043-1389
                                 (415) 960-1980
            (Name, address and telephone number of agent for service)

                           --------------------------
<TABLE>
<CAPTION>

                                 Calculation of Registration Fee
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Title of Securities to     Amount to be   Proposed maximum offering      Proposed maximum         Amount of
     be registered        registered (1)      price per unit (2)     aggregate offering price  registration fee
- ---------------------------------------------------------------------------------------------------------------
<S>                      <C>              <C>                        <C>                       <C>
    Common Stock,
  $0.001 par value       6,033,106 shares         $20.4375                $123,301,603.88           $42,517.79 
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Excludes shares reserved under the 1993 Long-Term Incentive Stock Plan
which were registered previously on a Registration Statement on Form S-8 (Nos.
033-51275, 033-58017 and 333-01211).

(2)  Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based upon the average of the high and low
prices of the Common Stock as reported on the New York Stock Exchange as of July
16, 1996.



<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents and information heretofore filed by Silicon
Graphics, Inc. (the "Company") with the Securities and Exchange Commission are
hereby incorporated by reference:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
               ended June 30, 1995, filed pursuant to Section 13(a) of the
               Securities Exchange Act of 1934, as amended (the "Exchange Act").

          (b)  The Company's Quarterly Reports on Form 10-Q for the quarters
               ended September 30, 1995, December 31, 1995, and March 31, 1996
               filed pursuant to Section 13 of the Exchange Act.

          (c)  The Company's Current Report on Form 8-K filed on April 17, 1996
               pursuant to Section 13(a) of the Exchange Act.

          (d)  The description of the Company's Common Stock to be offered
               hereby which is contained in its Registration Statement on Form
               8-B filed March 16, 1990 pursuant to Section 12 of the Exchange
               Act.

          (e)  The description of the Company's Preferred Shares Purchase Rights
               contained in the Company's Registration Statement on Form 8-A, as
               amended on Form 8-A/A, filed November 1, 1995, pursuant to
               Section 12(b) of the Exchange Act.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing such documents.

Item 4.  DESCRIPTION OF SECURITIES.

          Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1993, as amended (the "Securities
Act").  Further, in accordance with the Delaware General Corporation Law, the
Company's Certificate of Incorporation eliminates the liability of a director of
the Company to the Company and its stockholders for monetary damages for
breaches of such director's fiduciary duty of care in certain instances.
Article VI of the Bylaws of the Company provides for indemnification of certain
agents to the maximum extent permitted by the Delaware General Corporation Law.
Persons covered by this indemnification provision include current and former
directors, officers, employees and other agents of the Company, as well as
persons who serve at the request of the Company as directors, officers,
employees or agents of another enterprise.


                                      II-1
<PAGE>

     In addition, the Company has entered into contractual agreements with each
director and certain officers designated by the Board to indemnify such
individuals to the full extent permitted by law.  These agreements also resolve
certain procedural and substantive matters that are not covered, or are covered
in less detail, in the Bylaws or by the Delaware General Corporation Law.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.

Item 8.   EXHIBITS.

          The following Exhibits are filed as part of, or incorporated by
reference into, this Registration Statement:

     4.1* 1993 Long-Term Incentive Stock Plan and form of stock option
          agreement.

     5.1  Opinion of counsel as to legality of securities being registered.

     23.1 Consent of Ernst & Young LLP, Independent Auditors (see page II-7).

     23.2 Consent of Counsel (contained in Exhibit 5.1).

     24.1 Power of Attorney (see page II-5).

- ------------------
     *    Incorporated by reference from the Company's Quarterly Report on Form
          10-Q for the quarter ended September 30, 1993, filed pursuant to
          Section 13 of the Exchange Act.

Item 9.   UNDERTAKINGS

          A.   The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

               (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          B.   The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

          C.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the Delaware General Corporation Law, the Company's
Certificate of Incorporation, the foregoing Bylaw provisions or the Company's
indemnification agreements, the Company has been informed that in the opinion of
the


                                      II-2
<PAGE>

Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in a successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Company will,
unless in the opinion of its counsel the question has already been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.





                                      II-3
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, Silicon Graphics, Inc., a corporation organized and existing under
the laws of the State of Delaware, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Mountain View, State of
California, on July 19, 1996.

                                   SILICON GRAPHICS, INC.



                                   By:  /s/ Edward R. McCracken
                                        -----------------------------------
                                        Edward R. McCracken
                                        Chairman and Chief Executive
                                        Officer



                                      II-4
<PAGE>

                                POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Edward R. McCracken, Stanley J. Meresman
and William M. Kelly jointly and severally, his or her attorneys-in-fact, each
with the power of substitution, for him or her in any and all capacities, to
sign any amendments to this Registration Statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



       Signature                        Title                      Date
       ----------                       ------                     -----

/s/ Edward R. McCracken       Chairman of the Board and         July 19, 1996
- ---------------------------   Chief Executive Officer
    Edward R. McCracken       (Principal Executive Officer)


/s/ Thomas A. Jermoluk        President, Chief Operating        July 19, 1996
- ---------------------------   Officer and Director
    Thomas A. Jermoluk


/s/ Robert R. Bishop          Chairman of the Board, Silicon    July 19, 1996
- ---------------------------   Graphics World Trade
    Robert R. Bishop          Corporation and Director


/s/ Stanley J. Meresman       Senior Vice President, Finance    July 19, 1996
- ---------------------------   and Chief Financial Officer
    Stanley J. Meresman       (Principal Financial Officer)


/s/  Dennis P. McBride         Vice President, Controller        July 19, 1996
- ---------------------------    (Principal Accounting Officer)
     Dennis P. McBride


/s/  Allen F. Jacobson         Director                          July 19, 1996
- ---------------------------
     Allen F. Jacobson


/s/  C. Richard Kramlich       Director                          July 19, 1996
- ---------------------------
     C. Richard Kramlich




                                      II-5
<PAGE>

       Signature                        Title                      Date
       ----------                       ------                     -----


/s/  Robert A. Lutz            Director                          July 19, 1996
- ---------------------------
     Robert A. Lutz

/s/  James A. McDivitt
- ---------------------------    Director                          July 19, 1996
     James A. McDivitt


/s/  Lucille Shapiro           Director                          July 19, 1996
- ---------------------------
     Lucille Shapiro


                               Director
- ---------------------------
     Robert B. Shapiro


/s/  James G. Treybig          Director                          July 19, 1996
- ---------------------------
     James G. Treybig



                                      II-6
<PAGE>

               Consent of Ernst & Young LLP, Independent Auditors


We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1993 Long-Term Incentive Stock Plan of Silicon 
Graphics, Inc. of our reports dated July 19, 1995 with respect to the 
consolidated financial statements of Silicon Graphics, Inc. incorporated by 
reference in its Annual Report (Form 10-K) for the year ended June 30, 1995 
and the related financial statement schedule included therein, filed with the 
Securities and Exchange Commission.



                                   ERNST & YOUNG LLP

Palo Alto, California
July 19, 1996



                                      II-7
<PAGE>

                                INDEX TO EXHIBITS


 Exhibit No.          Description
 -----------          ------------
4.1*                  1993 Long-Term Incentive Stock Plan and form of
                      stock option agreement.

5.1                   Opinion of counsel as to legality of securities
                      being registered.

23.1                  Consent of Ernst & Young LLP, Independent Auditors 
                      (see page II-7)

23.2                  Consent of Counsel (contained in Exhibit 5.1)

24.1                  Power of Attorney (see page (II-5)



- -----------------------
*    Incorporated by reference from the Registrant's Quarterly Report on Form
     10-Q for the quarter ended September 30, 1993, filed pursuant to Section 13
     of the Securities Exchange Act of 1934, as amended.



                                      II-8
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 16444}]
{"company-data": {"conformed-name": "SILICON GRAPHICS INC /CA/", "cik": "0000802301", "assigned-sic": "3571", "irs-number": "942789662", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08651", "film-number": "96597963"}, "business-address": {"street1": "2011 N SHORELINE BLVD P O BOX 7311", "street2": "MS 6U-710", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94039-7311", "phone": "4159601980"}, "mail-address": {"street1": "2011 N SHORELINE BLVD", "street2": "POST OFFICE BOX 7311 MS 6U-710", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94039-7311"}}
As filed with the Securities and Exchange Commission on July 19, 1996.
                                               Registration No. ________________
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                            -------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                           --------------------------

                             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)

                           --------------------------

                       1993 LONG-TERM INCENTIVE STOCK PLAN
                            (Full title of the plan)

                           --------------------------

                                WILLIAM M. KELLY
                  Vice President, General Counsel and Secretary
                             SILICON GRAPHICS, INC.
                         2011 North Shoreline Boulevard
                      Mountain View, California 94043-1389
                                 (415) 960-1980
            (Name, address and telephone number of agent for service)

                           --------------------------
Calculation of Registration Fee
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Title of Securities to     Amount to be   Proposed maximum offering      Proposed maximum         Amount of
     be registered        registered (1)      price per unit (2)     aggregate offering price  registration fee
- ---------------------------------------------------------------------------------------------------------------
Common Stock,
  $0.001 par value       6,033,106 shares         $20.4375                $123,301,603.88           $42,517.79 
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
(1)  Excludes shares reserved under the 1993 Long-Term Incentive Stock Plan
which were registered previously on a Registration Statement on Form S-8 (Nos.
033-51275, 033-58017 and 333-01211).

(2)  Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based upon the average of the high and low
prices of the Common Stock as reported on the New York Stock Exchange as of July
16, 1996.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents and information heretofore filed by Silicon
Graphics, Inc. (the "Company") with the Securities and Exchange Commission are
hereby incorporated by reference:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
               ended June 30, 1995, filed pursuant to Section 13(a) of the
               Securities Exchange Act of 1934, as amended (the "Exchange Act").

          (b)  The Company's Quarterly Reports on Form 10-Q for the quarters
               ended September 30, 1995, December 31, 1995, and March 31, 1996
               filed pursuant to Section 13 of the Exchange Act.

          (c)  The Company's Current Report on Form 8-K filed on April 17, 1996
               pursuant to Section 13(a) of the Exchange Act.

          (d)  The description of the Company's Common Stock to be offered
               hereby which is contained in its Registration Statement on Form
               8-B filed March 16, 1990 pursuant to Section 12 of the Exchange
               Act.

          (e)  The description of the Company's Preferred Shares Purchase Rights
               contained in the Company's Registration Statement on Form 8-A, as
               amended on Form 8-A/A, filed November 1, 1995, pursuant to
               Section 12(b) of the Exchange Act.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing such documents.

Item 4.  DESCRIPTION OF SECURITIES.

          Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1993, as amended (the "Securities
Act").  Further, in accordance with the Delaware General Corporation Law, the
Company's Certificate of Incorporation eliminates the liability of a director of
the Company to the Company and its stockholders for monetary damages for
breaches of such director's fiduciary duty of care in certain instances.
Article VI of the Bylaws of the Company provides for indemnification of certain
agents to the maximum extent permitted by the Delaware General Corporation Law.
Persons covered by this indemnification provision include current and former
directors, officers, employees and other agents of the Company, as well as
persons who serve at the request of the Company as directors, officers,
employees or agents of another enterprise.

                                      II-1
In addition, the Company has entered into contractual agreements with each
director and certain officers designated by the Board to indemnify such
individuals to the full extent permitted by law.  These agreements also resolve
certain procedural and substantive matters that are not covered, or are covered
in less detail, in the Bylaws or by the Delaware General Corporation Law.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.

Item 8.   EXHIBITS.

          The following Exhibits are filed as part of, or incorporated by
reference into, this Registration Statement:

     4.1* 1993 Long-Term Incentive Stock Plan and form of stock option
          agreement.

     5.1  Opinion of counsel as to legality of securities being registered.

     23.1 Consent of Ernst & Young LLP, Independent Auditors (see page II-7).

     23.2 Consent of Counsel (contained in Exhibit 5.1).

     24.1 Power of Attorney (see page II-5).

- ------------------
     *    Incorporated by reference from the Company's Quarterly Report on Form
          10-Q for the quarter ended September 30, 1993, filed pursuant to
          Section 13 of the Exchange Act.

Item 9.   UNDERTAKINGS

          A.   The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

               (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          B.   The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

          C.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the Delaware General Corporation Law, the Company's
Certificate of Incorporation, the foregoing Bylaw provisions or the Company's
indemnification agreements, the Company has been informed that in the opinion of
the

                                      II-2
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in a successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Company will,
unless in the opinion of its counsel the question has already been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, Silicon Graphics, Inc., a corporation organized and existing under
the laws of the State of Delaware, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Mountain View, State of
California, on July 19, 1996.

                                   SILICON GRAPHICS, INC.

                                   By:  /s/ Edward R. McCracken
                                        -----------------------------------
                                        Edward R. McCracken
                                        Chairman and Chief Executive
                                        Officer

                                      II-4
POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Edward R. McCracken, Stanley J. Meresman
and William M. Kelly jointly and severally, his or her attorneys-in-fact, each
with the power of substitution, for him or her in any and all capacities, to
sign any amendments to this Registration Statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

       Signature                        Title                      Date
       ----------                       ------                     -----

/s/ Edward R. McCracken       Chairman of the Board and         July 19, 1996
- ---------------------------   Chief Executive Officer
    Edward R. McCracken       (Principal Executive Officer)

/s/ Thomas A. Jermoluk        President, Chief Operating        July 19, 1996
- ---------------------------   Officer and Director
    Thomas A. Jermoluk

/s/ Robert R. Bishop          Chairman of the Board, Silicon    July 19, 1996
- ---------------------------   Graphics World Trade
    Robert R. Bishop          Corporation and Director

/s/ Stanley J. Meresman       Senior Vice President, Finance    July 19, 1996
- ---------------------------   and Chief Financial Officer
    Stanley J. Meresman       (Principal Financial Officer)

/s/  Dennis P. McBride         Vice President, Controller        July 19, 1996
- ---------------------------    (Principal Accounting Officer)
     Dennis P. McBride

/s/  Allen F. Jacobson         Director                          July 19, 1996
- ---------------------------
     Allen F. Jacobson

/s/  C. Richard Kramlich       Director                          July 19, 1996
- ---------------------------
     C. Richard Kramlich

                                      II-5
Signature                        Title                      Date
       ----------                       ------                     -----

/s/  Robert A. Lutz            Director                          July 19, 1996
- ---------------------------
     Robert A. Lutz

/s/  James A. McDivitt
- ---------------------------    Director                          July 19, 1996
     James A. McDivitt

/s/  Lucille Shapiro           Director                          July 19, 1996
- ---------------------------
     Lucille Shapiro

                               Director
- ---------------------------
     Robert B. Shapiro

/s/  James G. Treybig          Director                          July 19, 1996
- ---------------------------
     James G. Treybig

                                      II-6
Consent of Ernst & Young LLP, Independent Auditors

We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1993 Long-Term Incentive Stock Plan of Silicon 
Graphics, Inc. of our reports dated July 19, 1995 with respect to the 
consolidated financial statements of Silicon Graphics, Inc. incorporated by 
reference in its Annual Report (Form 10-K) for the year ended June 30, 1995 
and the related financial statement schedule included therein, filed with the 
Securities and Exchange Commission.

                                   ERNST & YOUNG LLP

Palo Alto, California
July 19, 1996

                                      II-7
INDEX TO EXHIBITS

 Exhibit No.          Description
 -----------          ------------
4.1*                  1993 Long-Term Incentive Stock Plan and form of
                      stock option agreement.

5.1                   Opinion of counsel as to legality of securities
                      being registered.

23.1                  Consent of Ernst & Young LLP, Independent Auditors 
                      (see page II-7)

23.2                  Consent of Counsel (contained in Exhibit 5.1)

24.1                  Power of Attorney (see page (II-5)

- -----------------------
*    Incorporated by reference from the Registrant's Quarterly Report on Form
     10-Q for the quarter ended September 30, 1993, filed pursuant to Section 13
     of the Securities Exchange Act of 1934, as amended.

                                      II-8