8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) January 8, 2004

SILICON GRAPHICS INC.

(Exact name of Registrant as Specified in Charter)

Delaware	001-10441	94-2789662
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)
1500 Crittenden Drive
Mountain View, CA		94043-1351
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (650) 960-1980

N/A

(Former Name or Former Address, if Changed Since Last Report)

Item 7. Exhibits

(c)
99.1	Earnings Press Release dated January 8, 2004

Item 12. Results of Operations and Financial Condition

On January 8, 2004, the Company announced its preliminary financial results for the fiscal quarter ended December 26, 2003. A copy of the press release announcing the Company’s financial results is included as an exhibit to and incorporated by reference in this Current Report on Form 8-K. This Current Report on Form 8-K is furnished pursuant to Item 12 of Form 8-K and is not intended to be incorporated by reference into future filings under the Securities Exchange Act of 1934 or the Securities Act of 1933 unless expressly incorporated by reference in such filings.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 8, 2004	By:	/s/ Sandra M. Escher
		Sandra M. Escher
		Senior Vice President and
		General Counsel

EXHIBIT INDEX

EXHIBIT
NUMBER	DOCUMENT DESCRIPTION
99.1	Earnings Press Release dated January 8, 2004

EX-99.1

EXHIBIT 99.1

SGI Announces Q2 FY2004 Preliminary Financial Results

MOUNTAIN VIEW, Calif. (January 8, 2004)- Silicon Graphics (NYSE: SGI) said today that it anticipates revenue for its second fiscal quarter ended December 26, 2003 to be approximately $235 million, within the guidance range of $220 million to $240 million projected in the company's October 20, 2003 conference call.

Based on this preliminary data, SGI currently expects to report an operating loss between $5 million and $10 million on a GAAP basis, including approximately $13 million of Other Operating Expenses associated with restructuring announced in August and non-cash charges related to the ongoing consolidation of SGI's corporate headquarters announced in July. Without these charges, SGI would expect to have recorded an operating profit of between $5 million and $10 million. Unrestricted cash, cash equivalents and marketable investments at December 26, 2003 are expected to be approximately $105 million, in line with the previous guidance.

On December 26, 2003, SGI completed its exchange offer for its 5.25% Senior Convertible Debentures due September 2004 ("2004 Notes"). More than 98% of the existing noteholders tendered their notes in exchange for new Senior Secured Convertible Notes due 2009 or new Senior Secured Notes due 2009 (the "New Notes"). SGI will account for the exchange as an extinguishment of the 2004 Notes. As a result, SGI expects to record a non-cash charge to Interest and Other Expense of approximately $30 million in the second fiscal quarter, based on the estimated fair value of the New Notes at the closing date. Approximately $20 million of this amount will be recorded as a component of long-term debt and will be amortized as a benefit to income over the term of the New Notes and the remainder will be recorded to additional paid in capital. Neither the initial charge nor the future amortization will have any cash impact.

Actual results for the second quarter, along with guidance for the third quarter of fiscal 2004, will be discussed in the company's regularly scheduled conference call on January 21, 2004. The statements in this release regarding estimated results are based on preliminary information and management's current expectations and assumptions, and are subject to change. Silicon Graphics undertakes no obligation to publicly update or revise any forward-looking statements, whether changes occur as a result of new information, future events or otherwise.