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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 8-K

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

APRIL 2, 1996
Date of Report (Date of earliest event reported)

CRAY RESEARCH, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 1-8028 39-1161138

(State or Other (Commission File Number) (IRS Employer Identification
Jurisdiction of No.)
Incorporation)

665A LONE OAK DRIVE
EAGAN, MINNESOTA 55121
(Address of principal executive offices, including zip code)

(612) 452-6650
(Registrant's telephone number, including area code)

NOT APPLICABLE
(Former name or former address, if changed since last report)

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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.

(a) Cray Research, Inc. (the "Company") has been informed by Silicon
Graphics, Inc. ("Parent") that at 5:01 P.M., New York City time, on April 2,
1996, Parent, through its wholly owned subsidiary, C Acquisition Corporation
("Acquisition"), accepted for purchase 19,218,735 shares of common stock, par
value $1.00 per share (including the Common Share Purchase Rights issued
pursuant to the Rights Agreement, as amended, dated May 15, 1989, between the
Company and Norwest Bank Minnesota, N.A., as Rights Agent), of the Company (the
"Common Stock") that had been validly tendered and not withdrawn pursuant to
Acquisition's tender offer for 19,218,735 shares of Common Stock at $30.00 per
share, net to the seller in cash (the "Offer"). The Offer was made pursuant to
an Offer to Purchase, dated February 29, 1996, the related Letter of Transmittal
and an Agreement and Plan of Merger (the "Merger Agreement"), dated as of
February 25, 1996, by and among the Company, Parent and Acquisition.

The consummation of the Offer and the acceptance for purchase of the shares
of Common Stock by Acquisition pursuant thereto was announced in a press release
of Parent dated April 2, 1996, a copy of which is filed as Exhibit 20.1 hereto
and is incorporated herein by reference.

The 19,218,735 shares of Common Stock purchased pursuant to the Offer
constitute approximately 75% of the shares of Common Stock issued and
outstanding as of February 29, 1996. Pursuant to the Merger Agreement, a special
meeting of the Company's stockholders will be called to act on a second step
merger to convert each remaining outstanding share of Common Stock into the
right to receive one share of Parent Common Stock, par value $0.001 per share
(the "Merger"). The approval of holders of a majority of all outstanding shares
of Common Stock is required to approve the Merger. The approval by the Company's
stockholders is assured because Acquisition now owns a majority of the
outstanding shares of Common Stock and a vote of such shares in favor of the
Merger is sufficient to ensure approval thereof. The Merger will be consummated
as soon as practicable after such approval by the Company's stockholders and the
satisfaction of the other conditions to the Merger set forth in the Merger
Agreement.

The aggregate purchase price for the 19,218,735 shares of Common Stock
purchased pursuant to the Offer was $576,562,050. The Company has been advised
that Acquisition obtained the funds to acquire the Common Stock through a
capital contribution from Parent and that Parent obtained the necessary funds
for such capital contribution from cash on hand and from its existing Credit
Agreement, dated as of December 31, 1994, as amended (the "Credit Agreement"),
between Parent and Bank of America, National Trust and Savings Association. The
Credit Agreement contains usual and customary terms and conditions for
agreements of this kind.

On April 3, 1996, four members of the Board of Directors of the Company (the
"Board") were replaced by four new directors nominated by Acquisition. The
directors elected to the Board are Edward R. McCracken, Thomas A. Jermoluk,
Stanley J. Meresman and William M. Kelly. Information with respect to each new
director is included in Schedule I to Amendment No.1 to the Company's
Solicitation/Recommendation Statement on Schedule 14D-9, dated March 6, 1996.
The directors who were replaced are J. Phillip Samper, Philip G. Heasley, Robert
G. Potter and Jan H. Suwinski. Section 1.03 of the Merger Agreement provided
that once Acquisition acquired a majority of the outstanding Shares pursuant to
the Offer, Acquisition became entitled to designate a number of directors on the
Board, rounded up to the next whole number, equal to its pro rata ownership of
the Company. Accordingly, in addition to the foregoing new Board members,
Acquisition may require the Company to either increase the size of the Board by
adding up to five new members (who would be nominated by Acquisition) or replace
up to three of the existing members of the Board with Acquisition's nominees.

These changes to the Board were announced in a press release of the Company
dated April 3, 1996, a copy of which is filed as Exhibit 20.2 hereto and is
incorporated herein by reference.

(b) To the knowledge of the Company there are no arrangements, including
any pledge by any person of securities of the Company, the operation of which
may at a subsequent date result in a change in control of the Company.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of February 25, 1996, among the Company, Acquisition and
Parent (incorporated herein by reference to Exhibit 1 of the Company's Solicitation/Recommendation
Statement on Schedule 14D-9, dated March 6, 1996).

20.1 Press release of Parent dated April 2, 1996 regarding completion of the Offer.

20.2 Press release of the Company dated April 3, 1996 regarding changes to its Board of Directors.

SIGNATURES

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.

CRAY RESEARCH, INC.

Dated: April 10, 1996 By /S/ STEVEN E. SNYDER
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Steven E. Snyder
CORPORATE CONTROLLER

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION PAGE NO.
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2.1 Agreement and Plan of Merger, dated as of February 25, 1996, among the Company, Acquisition
and Parent (incorporated herein by reference to Exhibit 1 of the Company's
Solicitation/Recommendation Statement on Schedule 14D-9, dated March 6, 1996)..............

20.1 Press release of Parent dated April 2, 1996 regarding completion of the
Offer......................................................................................

20.2 Press release of the Company dated April 3, 1996 regarding changes to its Board of
Directors..................................................................................