SILICON GRAPHICS INC /CA/
10-Q/A, 1997-02-13
ELECTRONIC COMPUTERS
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                   UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                                     FORM 10-Q/A




 X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- ---  ACT OF 1934


                    For the quarterly period ended MARCH 31, 1995

                            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 No.)



          2011 N. SHORELINE BOULEVARD, MOUNTAIN VIEW, CALIFORNIA  94043-1389
                 (Address of principal executive offices)  (Zip Code)



                                    (415) 960-1980
                 (Registrant's telephone number, including area code)

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

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
                                   ---           ---

As of April 30, 1995 there were 144,564,871 shares of Common Stock outstanding.





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    This Amendment No. 1 to the Quarterly Report on Form 10-Q for the period
ended March 31, 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
poolings of interests.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         4.7       First Amendment to Rights Agreement dated as of May 2, 1995
                   between the Company and The First National Bank of Boston.

         10.70     Employment Agreement dated as of February 13, 1995 between
                   the Company and Javaid Aziz.

         11.1      Statement of Computation of Common Shares and Common Share
                   Equivalents.

         27.1      Amended and Restated Financial Data Schedule.



                                      SIGNATURES

Pursuant to the requirements 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.

Dated:  February 7, 1997                 SILICON GRAPHICS, INC.
                                         a Delaware corporation




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


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet, consolidated statement of income and consolidated
statement of cash flows included in the Company's Form 10-Q for the period
ending March 31, 1995, and is qualified in its entirety by reference to such
financial statements and the notes thereto.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1995
<PERIOD-START>                             JUL-01-1994
<PERIOD-END>                               MAR-31-1995
<CASH>                                          375561
<SECURITIES>                                    197024
<RECEIVABLES>                                   564691
<ALLOWANCES>                                     11637
<INVENTORY>                                     267892
<CURRENT-ASSETS>                               1472889
<PP&E>                                          471861
<DEPRECIATION>                                  242446
<TOTAL-ASSETS>                                 2094255
<CURRENT-LIABILITIES>                           576296
<BONDS>                                         231336
                                0
                                      33996
<COMMON>                                           158
<OTHER-SE>                                     1204619
<TOTAL-LIABILITY-AND-EQUITY>                   2094255
<SALES>                                        1402906
<TOTAL-REVENUES>                               1575058
<CGS>                                           638897
<TOTAL-COSTS>                                   726765
<OTHER-EXPENSES>                                178487
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               13477
<INCOME-PRETAX>                                 244181
<INCOME-TAX>                                     72070
<INCOME-CONTINUING>                             172111
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    172111
<EPS-PRIMARY>                                     0.98
<EPS-DILUTED>                                     0.98
        

</TABLE>


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