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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                SCHEDULE 14D-1/A
              TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 1)
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                              CRAY RESEARCH, INC.

                           (Name of Subject Company)

                           C ACQUISITION CORPORATION
                             SILICON GRAPHICS, INC.
                                    (Bidder)

                         Common Stock, $1.00 par value
                    (including Common Stock Purchase Rights
                          issued with respect thereto)
                         (Title of Class of Securities)

                                  225224 10 4
                     (CUSIP Number of Class of Securities)

                                William M. Kelly
                 Vice President, General Counsel and Secretary
                             Silicon Graphics, Inc.
                         2011 North Shoreline Boulevard
                      Mountain View, California 94043-1389
                           Telephone: (415) 933-1440
          (Name, Address and Telephone Number of Person Authorized to
            Receive Notices and Communications on Behalf of Bidder)

                                    Copy to:
                            Michael J. Kennedy, Esq.
                              Shearman & Sterling
                             555 California Street
                      San Francisco, California 94104-1522
                           Telephone: (415) 616-1100

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    This  Amendment No. 1 to  the Tender Offer Statement  on Schedule 14D-1 (the
"Statement") relates to the  offer by C  Acquisition Corporation, a  corporation
organized and existing under the laws of the State of Delaware ("Purchaser") and
wholly  owned  subsidiary  of  Silicon Graphics,  Inc.,  a  Delaware corporation
("Parent"), to purchase 19,218,735 shares of  common stock, par value $1.00  per
share  (the  "Shares"),  of Cray  Research,  Inc., a  corporation  organized and
existing under the laws of the State of Delaware (the "Company"), including  the
associated  Common Share Purchase  Rights (the "Rights")  issued pursuant to the
Rights Agreement,  dated May  15, 1989,  between the  Company and  Norwest  Bank
Minnesota, N.A. (the "Rights Agreement"), at a price of $30.00 per Share, net to
the  seller in cash, upon  the terms and subject to  the conditions set forth in
Purchaser's Offer to Purchase dated February 29, 1996 (the "Offer to  Purchase")
and  in  the  related  Letter  of  Transmittal  (which  together  constitute the
"Offer"), copies of which were attached to the Statement as Exhibits (a)(1)  and
(a)(2)  thereto, respectively. All  references herein to  the Rights include all
benefits which may inure to stockholders  of the Company pursuant to the  Rights
Agreement,  and unless the context requires  otherwise, all references herein to
Shares include the Rights.

ITEM 10.  ADDITIONAL INFORMATION.

    Item 10(e) is hereby amended and supplemented as follows:

    STOCKHOLDER LITIGATION.  On March 1, 1996, a putative class action was filed
in the Court of Chancery in the State of Delaware on behalf of the  stockholders
of  the  Company alleging  causes of  action arising  out of  the Offer  and the
proposed Merger. SHADELINE  V. CRAY  RESEARCH, INC.,  ET AL.,  Civil Action  No.
14868. On March 5, 1996, an amended complaint was filed in the Court of Chancery
in  the  State of  Delaware (the  "Amended Complaint").  The defendants  in this
action include the  Company, its  directors, Parent and  Purchaser. The  Amended
Complaint  alleges that the Board breached  its fiduciary duties and that Parent
and Purchaser aided and abetted the breach of fiduciary duties and  specifically
alleges  that the Board breached its fiduciary duties by failing to undertake an
adequate evaluation of the Company as  a potential acquisition candidate and  to
take  adequate steps to enhance the Company's value as an acquisition candidate.
The Amended Complaint also alleges that the Statement and Schedule 14D-9 omitted
information which is  material to stockholders'  assessments of the  transaction
and  available alternatives. The Amended Complaint  seeks, INTER ALIA, to enjoin
the defendants from taking steps to accomplish the Offer and the proposed Merger
under their present terms. The Company  believes that the putative class  action
suit is without merit and intends to defend it vigorously.

                                   SIGNATURE

    After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.

                                             
March 6, 1996                                   C ACQUISITION CORPORATION



                                          By        /S/ WILLIAM M. KELLY

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                                                      William M. Kelly
                                                       VICE PRESIDENT

                                          SILICON GRAPHICS, INC.

                                          By        /S/ WILLIAM M. KELLY

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                                                      William M. Kelly
                                            VICE PRESIDENT, GENERAL COUNSEL AND
                                                         SECRETARY