Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  WCP, L.P.
2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2008
3. Issuer Name and Ticker or Trading Symbol
SILICON GRAPHICS INC [SGIC]
(Last)
(First)
(Middle)
C/O WATERSHED ASSET MANAGEMENT, L.L.C., ONE MARTIME PLAZA, SUITE 1525
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Member of Group Owning 10%
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN FRANCISCO, CA 94111
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.01 per share 259,591
D (1) (2) (4) (5)
 
Common Stock, par value $0.01 per share 869,129
D (1) (3) (4) (5)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WCP, L.P.
C/O WATERSHED ASSET MANAGEMENT, L.L.C.
ONE MARTIME PLAZA, SUITE 1525
SAN FRANCISCO, CA 94111
    X   Member of Group Owning 10%
WCIP, L.P.
C/O WATERSHED ASSET MANAGEMENT, L.L.C.
ONE MARTIME PLAZA, SUITE 1525
SAN FRANCISCO, CA 94111
    X   Member of Group Owning 10%

Signatures

/s/ Meridee A. Moore as attorney-in-fact and/or authorized signatory for WCP, L.P. and WCIP, L.P. 01/05/2009
**Signature of Reporting Person Date

. 01/05/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The entities and individual identified in the footnotes of this Form 3 and certain affiliated persons and individual that are filing a Form 4 on the same date as the filing of this Form 3 with respect to the securities described in this Form 3 (the "Watershed Form 4") may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 and any statements included herein shall not be deemed to be an admission that such entities and individual are members of such group.
(2) The amount of securities shown in this row is owned directly by WCP, L.P. This amount of securities was previously owned directly by Watershed Capital Partners, L.P. ("WCP"). As of December 31, 2008, WCP transferred its securities of the Issuer to WCP, L.P. in exchange for 100% of the ownership interest in WCP, L.P. Subsequently, as of the same date, WCP transferred a portion of its ownership interest in WCP, L.P. to certain current and former limited partners of WCP.
(3) The amount of securities shown in this row is owned directly by WCIP, L.P. This amount of securities was previously owned directly by Watershed Capital Institutional Partners, L.P. ("WCIP"). As of December 31, 2008, WCIP transferred its securities of the Issuer to WCIP, L.P. in exchange for 100% of the ownership interest in WCIP, L.P. Subsequently, as of the same date, WCIP transferred a portion of its ownership interest in WCIP, L.P. to certain current and former limited partners of WCIP.
(4) For information regarding the total number of securities of the Issuer beneficially owned by certain affiliated entities and individual of WCP, L.P. and WCIP, L.P., see the Watershed Form 4.
(5) WS Partners, L.L.C. ("WSLLC") is the general partner of each of WCP, L.P. and WCIP, L.P. Watershed Asset Management, L.L.C. ("WAMLLC") is the investment adviser to each of WCP, L.P. and WCIP, L.P. Meridee A. Moore is the Senior Managing Member of WSLLC and WAMLLC. Each of WSLLC, WAMLLC and Ms. Moore is a reporting person on the Watershed Form 4. See the Watershed Form 4 for the reporting and disclaimer of beneficial ownership by each of WSLLC, WAMLLC and Ms. Moore.

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