8-K

UNITED STATES

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): December 18, 2007

SILICON GRAPHICS, INC.

(Exact name of registrant specified in its charter)

Delaware	001-10441	94-2789662
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1140 East Arques Ave., Sunnyvale, California 94085

(Address of principal executive offices, including Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On December 18, 2007, the Board of Directors of Silicon Graphics, Inc. (the “Company”) amended Article IV, Sections 1 and 2 of the Bylaws of the Company to allow for the issuance and transfer of uncertificated shares of the Company’s stock. The amendments ensure that the Company is eligible to participate in the Direct Registration System, currently administered by the Depository Trust Company, as required by the rules of The NASDAQ Stock Market. The Direct Registration System allows investors to have securities registered in their names without the issuance of physical certificates and to electronically transfer securities to broker-dealers in order to effect transactions.

The above summary is qualified in its entirety by reference to the full text of the amendment to the Bylaws filed as Exhibit 3.2 hereto and hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following Exhibits are filed as part of this Current Report on Form 8-K:

Exhibit No.	Item
3.2	Amendment to the Bylaws of Silicon Graphics, Inc. dated December 18, 2007.

SIGNATURES

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.

	Silicon Graphics, Inc.
Dated: December 21, 2007	By:	/s/ Barry J. Weinert
		Barry J. Weinert Vice President and General Counsel

EX-3.2

Exhibit 3.2

AMENDMENT TO THE BYLAWS OF

SILICON GRAPHICS, INC.

This Amendment to the Bylaws of Silicon Graphics, Inc., a Delaware corporation (the (“Corporation”) is effective as of December 18, 2007. Capitalized terms used but not defined herein shall have the meanings set forth in the Bylaws of the Corporation (the “Bylaws”).

The Bylaws are hereby amended as follows:

1. Article IV, Section 1 is hereby amended to read in its entirety as follows:

SECTION 1. Certificates of Stock. Shares of the Corporation may be represented by certificates, in such form as may from time to time be prescribed by the Board of Directors, or may be uncertificated. Any such certificate shall be signed by the Chairman of the Board of Directors, the Chief Executive Officer, the President or a Vice President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary. The Corporation seal and the signatures by the Corporation’s officers, the transfer agent or the registrar may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law.

2. Article IV, Section 2 is hereby amended to read in its entirety as follows:

SECTION 2. Transfers. Subject to any restrictions on transfer and unless otherwise provided by the Board of Directors, shares of stock may be transferred only on the books of the Corporation, and, in the case of shares represented by certificate, upon the surrender to the Corporation or its transfer agent of the certificate theretofore properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require.

Except as modified by this Amendment, the Bylaws remain unchanged and, as modified, remain in full force and effect.