<PAGE>

    As filed with the Securities and Exchange Commission on November 12, 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)
                                 -------------------
                            EMPLOYEE STOCK PURCHASE PLAN
                            DIRECTORS' STOCK OPTION 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

===============================================================================
                                                       Proposed
                                    Proposed maximum    maximum     Amount of
Title of Securities   Amount to be   offering price    aggregate   registration
 to be registered    registered (1)   per unit (2)   offering price     fee
-------------------------------------------------------------------------------
Common Stock,           8,800,000 
$0.001 par  value         shares      $18.875       $166,100,000    $50,333.33 
===============================================================================
(1) Excludes shares reserved under the Registrant's Employee Stock  
Purchase Plan and Directors' Stock Option Plan on Form S-8 Registration 
Statements (Registration Nos. 33-11703, 33-18717, 33-260003, 33-34919, 
33-38536, 33-65190 and 33-50999).

(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 
November 6, 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,  1996, filed  pursuant to  Section  13(a) of  the Securities
          Exchange Act of 1934, as amended (the "Exchange Act").

     (b)  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.

     (c)  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.

     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.


                                       II-1

<PAGE>

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  Employee Stock Purchase Plan, as amended and restated as of 
     October 30, 1996.

     4.2* Directors' Stock Option Plan  and form of Stock Option  Agreement
     as amended as of    October 31, 1994.

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

     23.1 Consent of 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,  1994, 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 

                                     II-2

<PAGE>

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 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 November 12, 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
--------------------------    ---------------------------   ----------------
 
      Edward R. McCracken        Chairman of the Board      November 12, 1996
--------------------------       and Chief Executive
      Edward R. McCracken        Officer
                                 (Principal Executive
                                 Officer)
 
 
      Robert R. Bishop           Chairman of the Board,     November 12, 1996
--------------------------       Silicon Graphics World
      Robert R. Bishop           Trade Corporation and
                                 Director
 
      Stanley J.  Meresman       Senior Vice President,     November 12, 1996
--------------------------       Finance and Chief
      Stanley J. Meresman        Financial Officer
                                 (Principal Financial
                                 Officer) 
 
 
      Dennis P. McBride          Vice President,            November 12, 1996
--------------------------       Controller
      Dennis P. McBride          (Principal Accounting
                                 Officer)


      Allen F. Jacobson          Director                   November 12, 1996
--------------------------       
      Allen F. Jacobson
                               
                               
      C. Richard  Kramlich       Director                   November 12, 1996
--------------------------       
      C. Richard Kramlich





                                     II-5

<PAGE>


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

      Robert A. Lutz             Director                   November 12, 1996
--------------------------       
      Robert A. Lutz
                               

      James A. McDivitt          Director                   November 12, 1996
--------------------------       
      James A. McDivitt
 
 
      Lucille Shapiro            Director                   November 12, 1996
--------------------------       
      Lucille Shapiro
 
 
      Robert B. Shapiro          Director                   November 12, 1996
--------------------------       
      Robert B. Shapiro
 
 
      James G. Treybig           Director                   November 12, 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 Employee  Stock Purchase Plan  and the  Directors' Stock
Option Plan of Silicon  Graphics, Inc. of our  report dated July 19, 1996  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, 1996  and the  related financial statement  schedule included  therein,
filed with the Securities and Exchange Commission.



                                   ERNST & YOUNG LLP

Palo Alto, California
November 12, 1996






                                    II-7




<PAGE>
                             INDEX TO EXHIBITS


 Exhibit No.   Description

 4.1           Employee Stock Purchase Plan, as amended and
               restated as of October 30, 1996.

 4.2*          Directors' Stock Option Plan and form of Stock
               Option Agreement as amended as of October 31,
               1994.

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

 23.1          Consent of 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,  1994, filed  pursuant to
          Section 13 of the Exchange Act.















                                       II-8
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 16322}]
{"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": "333-15977", "film-number": "96660095"}, "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 November 12, 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)
                                 -------------------
                            EMPLOYEE STOCK PURCHASE PLAN
                            DIRECTORS' STOCK OPTION 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

===============================================================================
                                                       Proposed
                                    Proposed maximum    maximum     Amount of
Title of Securities   Amount to be   offering price    aggregate   registration
 to be registered    registered (1)   per unit (2)   offering price     fee
-------------------------------------------------------------------------------
Common Stock,           8,800,000 
$0.001 par  value         shares      $18.875       $166,100,000    $50,333.33 
===============================================================================
(1) Excludes shares reserved under the Registrant's Employee Stock  
Purchase Plan and Directors' Stock Option Plan on Form S-8 Registration 
Statements (Registration Nos. 33-11703, 33-18717, 33-260003, 33-34919, 
33-38536, 33-65190 and 33-50999).

(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 
November 6, 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,  1996, filed  pursuant to  Section  13(a) of  the Securities
          Exchange Act of 1934, as amended (the "Exchange Act").

     (b)  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.

     (c)  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.

     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.

                                       II-1
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  Employee Stock Purchase Plan, as amended and restated as of 
     October 30, 1996.

     4.2* Directors' Stock Option Plan  and form of Stock Option  Agreement
     as amended as of    October 31, 1994.

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

     23.1 Consent of 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,  1994, 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 

                                     II-2
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 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 November 12, 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
--------------------------    ---------------------------   ----------------
 
      Edward R. McCracken        Chairman of the Board      November 12, 1996
--------------------------       and Chief Executive
      Edward R. McCracken        Officer
                                 (Principal Executive
                                 Officer)
 
 
      Robert R. Bishop           Chairman of the Board,     November 12, 1996
--------------------------       Silicon Graphics World
      Robert R. Bishop           Trade Corporation and
                                 Director
 
      Stanley J.  Meresman       Senior Vice President,     November 12, 1996
--------------------------       Finance and Chief
      Stanley J. Meresman        Financial Officer
                                 (Principal Financial
                                 Officer) 
 
 
      Dennis P. McBride          Vice President,            November 12, 1996
--------------------------       Controller
      Dennis P. McBride          (Principal Accounting
                                 Officer)

      Allen F. Jacobson          Director                   November 12, 1996
--------------------------       
      Allen F. Jacobson
                               
                               
      C. Richard  Kramlich       Director                   November 12, 1996
--------------------------       
      C. Richard Kramlich

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

      Robert A. Lutz             Director                   November 12, 1996
--------------------------       
      Robert A. Lutz
                               

      James A. McDivitt          Director                   November 12, 1996
--------------------------       
      James A. McDivitt
 
 
      Lucille Shapiro            Director                   November 12, 1996
--------------------------       
      Lucille Shapiro
 
 
      Robert B. Shapiro          Director                   November 12, 1996
--------------------------       
      Robert B. Shapiro
 
 
      James G. Treybig           Director                   November 12, 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 Employee  Stock Purchase Plan  and the  Directors' Stock
Option Plan of Silicon  Graphics, Inc. of our  report dated July 19, 1996  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, 1996  and the  related financial statement  schedule included  therein,
filed with the Securities and Exchange Commission.

                                   ERNST & YOUNG LLP

Palo Alto, California
November 12, 1996

                                    II-7
INDEX TO EXHIBITS

 Exhibit No.   Description

 4.1           Employee Stock Purchase Plan, as amended and
               restated as of October 30, 1996.

 4.2*          Directors' Stock Option Plan and form of Stock
               Option Agreement as amended as of October 31,
               1994.

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

 23.1          Consent of 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,  1994, filed  pursuant to
          Section 13 of the Exchange Act.

                                       II-8