8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

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

Date of report (Date of earliest event reported):
August 4, 2003

SILICON GRAPHICS INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-10441	94-2789662
(State of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
	1600 Amphitheatre Parkway
	Mountain View, CA 94043-1351
(Address, including zip code of Registrant’s principal executive offices)
Registrant’s telephone number, including area code: (650) 960-1980

Item 5.   Other Events and Required FD Disclosure

On August 4, 2003, Silicon Graphics, Inc. announced the withdrawal of its exchange offer with respect to its 5.25% Senior Convertible Notes Due September 2004. A copy of the press release is included as Exhibit 99.1 hereto.

Item 7. Exhibits

99.1   Press Release dated August 4, 2003

SIGNATURE

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 hereunto duly authorized.

Dated: August 4, 2003	SILICON GRAPHICS INC.
	By:	/s/ Sandra M. Escher
		Sandra M. Escher
		Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated August 4, 2003

EX-99.1

Exhibit 99.1

News Release

Media Contact: Marty Coleman SGI 650.933.8119 mcoleman@sgi.com SGI PR Hotline: 650.933.7777 Investor Relations: 650-933-6102 SGI PR Fax: 650.932.0737

FOR IMMEDIATE RELEASE SGI WITHDRAWS EXCHANGE OFFER MOUNTAIN VIEW, California (August 4, 2003)– Silicon Graphics, Inc. (NYSE:SGI) announced today that it has terminated its exchange offer with respect to its 5.25% Senior Convertible Notes Due September 1, 2004. The offer was subject to the condition that at least 85% of the $230 million outstanding notes be tendered into the offer by August 1, 2003. At the expiration of the offer approximately 71% of the notes had been tendered. SGI had previously announced, in connection with the extension of the offer on July 14, that it did not intend to extend the offer further if the minimum was not reached. All notes deposited pursuant to the exchange offer with the exchange agent, US Bank, National Association will be promptly returned. “We are encouraged that the holders of a significant majority of the notes agreed with our plan,” said Robert Bishop, the Company’s chief executive officer. “We will to continue to work with the holders to restructure this obligation.” This release includes forward-looking statements relating to future events that involve risks and uncertainties, including statements relating to our ability to restructure our debt. The Company undertakes no obligation to publicly update or revise forward looking statements whether changes occur as a result of new information, future events or otherwise.