- -----------------------------------------------------------------------------

              As Filed With the Securities and Exchange Commission
                               on May 27, 1994

                             Registration No. 33-

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  FORM S-8

                        Registration Statement Under

                         The Securities Act of 1933

                                
                           INTERGRAPH CORPORATION
           -------------------------------------------------------
           (Exact name of registrant as specified in its charter)
                                
              Delaware                               63-0573222
     -------------------------------   ------------------------------------
     (State or other jurisdiction of   (I.R.S. Employer Identification No.)
      incorporation or organization)

             Intergraph Corporation
              Huntsville, Alabama                      35894-0001
     ----------------------------------------          ----------
     (Address of principal executive offices)          (Zip Code)


                INTERGRAPH CORPORATION 1992 STOCK OPTION PLAN
               -----------------------------------------------
                            (Full title of plan)
                                
                                
                  JOHN W. WILHOITE, INTERGRAPH CORPORATION
                       HUNTSVILLE, ALABAMA  35894-0001
                  ----------------------------------------
                  (Name and address of agent for service)
                                
                                
                               (205) 730-2637
       -------------------------------------------------------------
       (Telephone number, including area code, of agent for service)
                                
                        -----------------------------
                                
                                Copies to:
                                
          John  R.  Wynn                         B. Judson Hennington III
  Lanier Ford Shaver & Payne, P.C.                Intergraph Corporation
  200 West Court Square, Suite 5000           Huntsville, Alabama 35894-0001
    Huntsville, Alabama 35801

- ----------------------------------------------------------------------------
<PAGE>
                      CALCULATION OF REGISTRATION FEE
                                
- ----------------------------------------------------------------------------
                                    Proposed       Proposed
 Title of                           Maximum        Maximum
Securities            Amount        Offering       Aggregate      Amount of
  to be                to be         Price         Offering     Registration
Registered          Registered     Per Share (1)   Price (1)         Fee

- ----------------------------------------------------------------------------

Common Stock,    3,000,000 shares     $9.19       $27,570,000     $9506.96
$.10 par value


(1) This  calculation, which is made solely for the purpose
    of determining the amount of  the  registration fee, is
    made pursuant  to Rule 457 and is based on a  price  of
    $9.19 per share, the average of the bid and asked price
    of  a share of common  stock  on     May  23,  1994, as
    reported on the NASDAQ National Market System.
  
============================================================================

                                   2
<PAGE>
                                 PART I
                                
          INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                
                                
Item 1. Plan Information.

     This  Registration  Statement relates to the registration of
3,000,000 shares of $.10 par value common stock of Intergraph
Corporation (the "Company") ("Common Stock") to be sold pursuant
to the exercise of stock options granted employees of the
Company under the Intergraph Corporation 1992 Stock Option  Plan
(the "Plan"). Documents containing the information specified in
Part I of Form S-8 promulgated by the Securities and Exchange
Commission (the "Commission") will be sent or given to employees
as specified by Commission Rule 428(b)(1).


Item 2. Registrant Information and Employee Plan Annual Information.

     See response to Item 1 above.


                                 PART II
                                
           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
                                
Item 3. Incorporation of Documents by Reference.

     The following documents filed by the Company are hereby
incorporated by reference as of their respective dates:

        (1) The Company's Annual Report on Form 10-K for the year
            ended December 31, 1993.

        (2) The Company's Quarterly Report on Form 10-Q for the quarter
            ended March 31, 1994.

        (3) The description of the Company's common stock contained in the
            Company's Form 8-A  filed  with  the Commission on May 1, 1981,
            as amended by a Form 8  filed on July 23, 1986.

     All documents filed by the Company pursuant to Sections
13(a), 13(c),  14  or 15(d) of the Securities Exchange Act of
1934 after the date hereof  and  prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then
remaining  unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing
of such documents.


Item 4. Description of Securities.

     Not applicable.


Item 5. Interests of Named Experts and Counsel.

     The legality of the issuance of the Common Stock issuable
upon the  exercise of the options has been passed upon for the
Company by Lanier Ford Shaver & Payne P.C., 200 West Court
Square, Suite 5000, Huntsville, Alabama  35801.  John R. Wynn is
Secretary of the Company and a member-stockholder of Lanier Ford
Shaver & Payne P.C.

                                      3
<PAGE>

     The consolidated financial statements of the Company for
the year  ended  December 31, 1993, incorporated by reference in
the Company's Annual Report (Form 10-K) have been audited by
Ernst  & Young, independent auditors, as set forth in their
report thereon included therein and  incorporated herein  by
reference. Such consolidated financial statements  are
incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting
and auditing.


Item 6. Indemnification of Directors and Officers.

     Article VIII(d) of the Certificate of Incorporation of the
Company permits indemnification of directors and officers to the
full extent permitted by the Delaware General Corporation Law.

     Article IX of the Certificate of Incorporation of the
Company provides that a director of the Company shall not be
liable to the Company  or its stockholders for monetary damages
for breaches of his fiduciary duty, except for liability for:
(a) breaches of the duty of loyalty to the Company or its
shareholders, (b) acts or omissions not in good faith or
involving intentional misconduct or knowing violations of the
law, (c) the payment of  unlawful dividends  or  unlawful stock
repurchases or redemptions, or (d) transactions  in which the
director received an improper personal benefit.   Liability
arising out of acts or omissions which occurred before the
enactment of Article IX are not covered by the provision.

     Article IX of the Certificate of Incorporation of the Company
also  authorizes the Company to indemnify an officer, director,
employee, or agent of the Company for his expense, liability,
and loss in connection with any action, suit, or proceeding in
which he is or was a party or is threatened to be made a party
by reason of the fact  that he is or was an officer or  director
of  the Company, whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee,
or agent or in any other capacity while serving as a director,
officer, employee, or agent.  This provision permits
indemnification only upon a finding by the disinterested
directors or the shareholders that he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the
best interests of the Company. Article  IX  also  authorizes the
Company  to  advance  litigation expenses to an officer or
director prior to the final disposition of the action. The
making of such advance is conditioned upon the officer or
director giving the Company an undertaking to repay the amount
advanced if it turns out that indemnification is not available.
If  indemnification or advancement of expenses is authorized, it
will not exclude any rights to indemnification  or advancement
of expenses which a director, officer, employee, or agent may
have under a by-law, agreement, board or  shareholder
resolution, or otherwise.  The indemnification or advancement of
expenses provided by Article IX will continue as to a person who
ceases to be a director, officer, employee or agent, and inures
to the benefit of his heirs, executors and administrators.
    
     Section  145 of the Delaware General Corporation Law permits
indemnification by the Company of any director, officer,
employee or agent of the Company or person who is serving or was
serving at the Company's request as a director, officer,
employee or agent of another company or other enterprise,
against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement, actually and reasonably incurred
by him in connection with the defense of any threatened, pending
or completed action  (whether civil, criminal, administrative or
investigative), to which he is or may be a party by reason of
having been such director, officer, employee or agent, provided
that he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding
had no reasonable cause to believe his conduct  was unlawful.
The Company also has the power under Section  145 to indemnify
persons set forth above from threatened, pending  or completed
actions or suits by or in the right of the Company to procure  a
judgment in its favor by reason of the fact that  such person
was a director, officer, employee or agent of the Company or is
or was serving at the request of the Company as a director,
officer, employee or agent of another company or enterprise
against expenses actually and reasonably incurred by him in
connection with the defense or settlement of the action if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Company, except
that no indemnification can be made with regard to any  claim,
issue or matter as to which the person has been adjudged to be
liable for negligence or misconduct in the performance of his
duty to the Company unless and only to the extent that the
Delaware Court of  Chancery or the court in which the action was
brought determines that the person was fairly and reasonably
entitled to indemnity. Any indemnification (unless ordered by a
court) must be made by the Company only as authorized in the
specific case upon a determination that indemnification of the
person is proper in the circumstances because he has met the applicable
 
                                 4
<PAGE>

standards of  conduct. The determination must be made
by the Board of Directors by a majority vote of a quorum
consisting of directors who are not parties to the action, or if
a quorum is not obtainable or, even if obtainable, a quorum of
disinterested directors so directs, by independent counsel in a
written opinion, or by the stockholders. The Company may pay the
expenses of an action in advance of final disposition if
authorized by the Board of  Directors in a specific case upon
receipt of an undertaking by the person to be indemnified to
repay any such advances unless it shall ultimately be determined
that such person is entitled to be indemnified by the Company as
authorized by law.

     Article IX of the Company's Bylaws provides for
indemnification of  the Company's directors, officers, employees
or agents to the extent permitted   by Section 145 of the
Delaware General Corporation Law.  Article IX of the  Company's
Bylaws further provides that the Company may purchase and
maintain insurance on behalf of those persons described above as
eligible for indemnification for liability arising out of such person's
duties or status  with the Company whether or not
indemnification in respect of such liability would be
permissible.

     Section 7 of the Plan provides indemnification from the
Company to  the  members of the committee administering the Plan
(the "Committee") against  reasonable expenses, including
attorney's fees, incurred in connection with the defense of any
action to which they are a party by reason of any act or failure
to act under the Plan or any option granted thereunder. The
indemnification extends to any amounts paid by them in
settlement of any  such action or in satisfaction of a judgment
in any such action unless in such action the Committee member is
adjudged to be liable for willful misconduct in the performance
of his duties.


Item 7. Exemption From Registration Claimed.

     Not applicable.


Item 8. Exhibits.

   Exhibit Number                       Description
   --------------     ------------------------------------------------------

        5             Opinion and consent of Lanier Ford Shaver & Payne P.C.

        23(a)         Consent of Ernst & Young

        23(b)         Consent of Lanier Ford Shaver & Payne P.C.
                      (included in Exhibit 5)

        99            Intergraph Corporation 1992 Stock Option Plan (1)
        
        
        (1) Incorporated by reference to exhibit filed with the Company's
            Annual Report on Form 10-K for the fiscal year ended
            December 31, 1991 under the Securities Exchange Act of 1934,
            File No. 0-9722.


Item 9. Undertakings.

     The Company hereby undertakes:

     (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
                                
     (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                     5
<PAGE>

     (3) To remove from registration by means of a post-effective
amendment  any of the securities being registered which remain
unsold at the termination of the offering.

     (4) That, for purposes of determining any liability under the
Securities  Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report  pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

     (5) To deliver or cause to be delivered with the Prospectus,
to each  person to whom the Prospectus is sent or given, the
latest annual report to security holders that is incorporated by
reference in the Prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation
S-X are not set forth in the Prospectus, to deliver, or cause to
be delivered to each person to whom the Prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the Prospectus to provide such
interim financial information.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and  Exchange
Commission  such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with  the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it  is against public policy  as expressed in
the Act and will be governed by the final adjudication of such
issue.

                              6
<PAGE>

                              SIGNATURES
                                
                                
     The Registrant.  Pursuant to the requirements of the
Securities Act of  1933,  the  Registrant certifies that it has
reasonable grounds to believe  that it meets all of the
requirements for filing on Form S-8, and has duly  caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Huntsville, State of Alabama, on the 25th day of May, 1994.


                        INTERGRAPH CORPORATION

                   By     James W. Meadlock
                     ----------------------------- 
                          James W. Meadlock,
                       Chief Executive Officer and
                         Chairman of the Board
                         
     Pursuant to the requirements of the Securities Exchange Act
of 1933,  this registration statement has been signed below by
the following persons in the capacities and on the dates indicated.

      SIGNATURE                   TITLE                        DATE
- ---------------------   -----------------------------   ------------------

James W. Meadlock      
- ---------------------      Chief Executive Officer and     May 25, 1994
James W. Meadlock          Chairman of the Board



- ---------------------      Director                        May 25, 1994
Roland E. Brown


Larry J. Laster
- ---------------------      Executive Vice President,       May 25, 1994
Larry J. Laster            Chief Financial Officer and
                           Director                 

Nancy B. Meadlock
- -----------------------    Executive Vice President        May 25, 1994
Nancy B. Meadlock          and Director                      



- -----------------------    Director                        May 25, 1994
Keith H. Schonrock, Jr.


James F. Taylor, Jr.
- -----------------------    Director                        May 25, 1994
James F. Taylor, Jr.
                           

Robert E. Thurber       
- -----------------------    Executive Vice President        May 25, 1994
Robert E. Thurber          and Director


John W. Wilhoite         
- -----------------------    Vice President and Controller   May 25, 1994
John W. Wilhoite           (Principal Accounting Officer)
                                

                                    7
<PAGE>
                             EXHIBIT INDEX
               
      
Exhibit                                                           Sequentially
Number               Description                                  Numbered Page
- -------  -------------------------------------------------------  -------------

5        Opinion and consent of Lanier Ford Shaver & Payne P.C.
                                
23(a)    Consent of Ernst & Young

23(b)    Consent of Lanier Ford Shaver & Payne P.C. (included in
         Exhibit 5)

99       Intergraph Corporation 1992 Stock Option Plan (1)
  


  (1) Incorporated by reference to exhibit filed with
      the Company's Annual Report on Form 10-K
      for the fiscal year ended December 31, 1991, under
      the Securities Exchange Act of 1934, File No. 0-9722.

                                 8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 21172}]
{"company-data": {"conformed-name": "INTERGRAPH CORP", "cik": "0000351145", "assigned-sic": "3575", "irs-number": "630573222", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53849", "film-number": "94531043"}, "business-address": {"street1": "THIGPEN HQ011 #9384", "city": "HUNTSVILLE", "state": "AL", "zip": "35894-0001", "phone": "2057302000"}}
- -----------------------------------------------------------------------------

              As Filed With the Securities and Exchange Commission
                               on May 27, 1994

                             Registration No. 33-

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  FORM S-8

                        Registration Statement Under

                         The Securities Act of 1933

                                
                           INTERGRAPH CORPORATION
           -------------------------------------------------------
           (Exact name of registrant as specified in its charter)
                                
              Delaware                               63-0573222
     -------------------------------   ------------------------------------
     (State or other jurisdiction of   (I.R.S. Employer Identification No.)
      incorporation or organization)

             Intergraph Corporation
              Huntsville, Alabama                      35894-0001
     ----------------------------------------          ----------
     (Address of principal executive offices)          (Zip Code)

                INTERGRAPH CORPORATION 1992 STOCK OPTION PLAN
               -----------------------------------------------
                            (Full title of plan)
                                
                                
                  JOHN W. WILHOITE, INTERGRAPH CORPORATION
                       HUNTSVILLE, ALABAMA  35894-0001
                  ----------------------------------------
                  (Name and address of agent for service)
                                
                                
                               (205) 730-2637
       -------------------------------------------------------------
       (Telephone number, including area code, of agent for service)
                                
                        -----------------------------
                                
                                Copies to:
                                
          John  R.  Wynn                         B. Judson Hennington III
  Lanier Ford Shaver & Payne, P.C.                Intergraph Corporation
  200 West Court Square, Suite 5000           Huntsville, Alabama 35894-0001
    Huntsville, Alabama 35801

- ----------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
                                
- ----------------------------------------------------------------------------
                                    Proposed       Proposed
 Title of                           Maximum        Maximum
Securities            Amount        Offering       Aggregate      Amount of
  to be                to be         Price         Offering     Registration
Registered          Registered     Per Share (1)   Price (1)         Fee

- ----------------------------------------------------------------------------

Common Stock,    3,000,000 shares     $9.19       $27,570,000     $9506.96
$.10 par value

(1) This  calculation, which is made solely for the purpose
    of determining the amount of  the  registration fee, is
    made pursuant  to Rule 457 and is based on a  price  of
    $9.19 per share, the average of the bid and asked price
    of  a share of common  stock  on     May  23,  1994, as
    reported on the NASDAQ National Market System.
  
============================================================================

                                   2
PART I
                                
          INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                
                                
Item 1. Plan Information.

     This  Registration  Statement relates to the registration of
3,000,000 shares of $.10 par value common stock of Intergraph
Corporation (the "Company") ("Common Stock") to be sold pursuant
to the exercise of stock options granted employees of the
Company under the Intergraph Corporation 1992 Stock Option  Plan
(the "Plan"). Documents containing the information specified in
Part I of Form S-8 promulgated by the Securities and Exchange
Commission (the "Commission") will be sent or given to employees
as specified by Commission Rule 428(b)(1).

Item 2. Registrant Information and Employee Plan Annual Information.

     See response to Item 1 above.

                                 PART II
                                
           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
                                
Item 3. Incorporation of Documents by Reference.

     The following documents filed by the Company are hereby
incorporated by reference as of their respective dates:

        (1) The Company's Annual Report on Form 10-K for the year
            ended December 31, 1993.

        (2) The Company's Quarterly Report on Form 10-Q for the quarter
            ended March 31, 1994.

        (3) The description of the Company's common stock contained in the
            Company's Form 8-A  filed  with  the Commission on May 1, 1981,
            as amended by a Form 8  filed on July 23, 1986.

     All documents filed by the Company pursuant to Sections
13(a), 13(c),  14  or 15(d) of the Securities Exchange Act of
1934 after the date hereof  and  prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then
remaining  unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing
of such documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The legality of the issuance of the Common Stock issuable
upon the  exercise of the options has been passed upon for the
Company by Lanier Ford Shaver & Payne P.C., 200 West Court
Square, Suite 5000, Huntsville, Alabama  35801.  John R. Wynn is
Secretary of the Company and a member-stockholder of Lanier Ford
Shaver & Payne P.C.

                                      3
The consolidated financial statements of the Company for
the year  ended  December 31, 1993, incorporated by reference in
the Company's Annual Report (Form 10-K) have been audited by
Ernst  & Young, independent auditors, as set forth in their
report thereon included therein and  incorporated herein  by
reference. Such consolidated financial statements  are
incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting
and auditing.

Item 6. Indemnification of Directors and Officers.

     Article VIII(d) of the Certificate of Incorporation of the
Company permits indemnification of directors and officers to the
full extent permitted by the Delaware General Corporation Law.

     Article IX of the Certificate of Incorporation of the
Company provides that a director of the Company shall not be
liable to the Company  or its stockholders for monetary damages
for breaches of his fiduciary duty, except for liability for:
(a) breaches of the duty of loyalty to the Company or its
shareholders, (b) acts or omissions not in good faith or
involving intentional misconduct or knowing violations of the
law, (c) the payment of  unlawful dividends  or  unlawful stock
repurchases or redemptions, or (d) transactions  in which the
director received an improper personal benefit.   Liability
arising out of acts or omissions which occurred before the
enactment of Article IX are not covered by the provision.

     Article IX of the Certificate of Incorporation of the Company
also  authorizes the Company to indemnify an officer, director,
employee, or agent of the Company for his expense, liability,
and loss in connection with any action, suit, or proceeding in
which he is or was a party or is threatened to be made a party
by reason of the fact  that he is or was an officer or  director
of  the Company, whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee,
or agent or in any other capacity while serving as a director,
officer, employee, or agent.  This provision permits
indemnification only upon a finding by the disinterested
directors or the shareholders that he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the
best interests of the Company. Article  IX  also  authorizes the
Company  to  advance  litigation expenses to an officer or
director prior to the final disposition of the action. The
making of such advance is conditioned upon the officer or
director giving the Company an undertaking to repay the amount
advanced if it turns out that indemnification is not available.
If  indemnification or advancement of expenses is authorized, it
will not exclude any rights to indemnification  or advancement
of expenses which a director, officer, employee, or agent may
have under a by-law, agreement, board or  shareholder
resolution, or otherwise.  The indemnification or advancement of
expenses provided by Article IX will continue as to a person who
ceases to be a director, officer, employee or agent, and inures
to the benefit of his heirs, executors and administrators.
    
     Section  145 of the Delaware General Corporation Law permits
indemnification by the Company of any director, officer,
employee or agent of the Company or person who is serving or was
serving at the Company's request as a director, officer,
employee or agent of another company or other enterprise,
against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement, actually and reasonably incurred
by him in connection with the defense of any threatened, pending
or completed action  (whether civil, criminal, administrative or
investigative), to which he is or may be a party by reason of
having been such director, officer, employee or agent, provided
that he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding
had no reasonable cause to believe his conduct  was unlawful.
The Company also has the power under Section  145 to indemnify
persons set forth above from threatened, pending  or completed
actions or suits by or in the right of the Company to procure  a
judgment in its favor by reason of the fact that  such person
was a director, officer, employee or agent of the Company or is
or was serving at the request of the Company as a director,
officer, employee or agent of another company or enterprise
against expenses actually and reasonably incurred by him in
connection with the defense or settlement of the action if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Company, except
that no indemnification can be made with regard to any  claim,
issue or matter as to which the person has been adjudged to be
liable for negligence or misconduct in the performance of his
duty to the Company unless and only to the extent that the
Delaware Court of  Chancery or the court in which the action was
brought determines that the person was fairly and reasonably
entitled to indemnity. Any indemnification (unless ordered by a
court) must be made by the Company only as authorized in the
specific case upon a determination that indemnification of the
person is proper in the circumstances because he has met the applicable
 
                                 4
standards of  conduct. The determination must be made
by the Board of Directors by a majority vote of a quorum
consisting of directors who are not parties to the action, or if
a quorum is not obtainable or, even if obtainable, a quorum of
disinterested directors so directs, by independent counsel in a
written opinion, or by the stockholders. The Company may pay the
expenses of an action in advance of final disposition if
authorized by the Board of  Directors in a specific case upon
receipt of an undertaking by the person to be indemnified to
repay any such advances unless it shall ultimately be determined
that such person is entitled to be indemnified by the Company as
authorized by law.

     Article IX of the Company's Bylaws provides for
indemnification of  the Company's directors, officers, employees
or agents to the extent permitted   by Section 145 of the
Delaware General Corporation Law.  Article IX of the  Company's
Bylaws further provides that the Company may purchase and
maintain insurance on behalf of those persons described above as
eligible for indemnification for liability arising out of such person's
duties or status  with the Company whether or not
indemnification in respect of such liability would be
permissible.

     Section 7 of the Plan provides indemnification from the
Company to  the  members of the committee administering the Plan
(the "Committee") against  reasonable expenses, including
attorney's fees, incurred in connection with the defense of any
action to which they are a party by reason of any act or failure
to act under the Plan or any option granted thereunder. The
indemnification extends to any amounts paid by them in
settlement of any  such action or in satisfaction of a judgment
in any such action unless in such action the Committee member is
adjudged to be liable for willful misconduct in the performance
of his duties.

Item 7. Exemption From Registration Claimed.

     Not applicable.

Item 8. Exhibits.

   Exhibit Number                       Description
   --------------     ------------------------------------------------------

        5             Opinion and consent of Lanier Ford Shaver & Payne P.C.

        23(a)         Consent of Ernst & Young

        23(b)         Consent of Lanier Ford Shaver & Payne P.C.
                      (included in Exhibit 5)

        99            Intergraph Corporation 1992 Stock Option Plan (1)
        
        
        (1) Incorporated by reference to exhibit filed with the Company's
            Annual Report on Form 10-K for the fiscal year ended
            December 31, 1991 under the Securities Exchange Act of 1934,
            File No. 0-9722.

Item 9. Undertakings.

     The Company hereby undertakes:

     (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
                                
     (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                     5
(3) To remove from registration by means of a post-effective
amendment  any of the securities being registered which remain
unsold at the termination of the offering.

     (4) That, for purposes of determining any liability under the
Securities  Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report  pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

     (5) To deliver or cause to be delivered with the Prospectus,
to each  person to whom the Prospectus is sent or given, the
latest annual report to security holders that is incorporated by
reference in the Prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation
S-X are not set forth in the Prospectus, to deliver, or cause to
be delivered to each person to whom the Prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the Prospectus to provide such
interim financial information.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and  Exchange
Commission  such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with  the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it  is against public policy  as expressed in
the Act and will be governed by the final adjudication of such
issue.

                              6
SIGNATURES
                                
                                
     The Registrant.  Pursuant to the requirements of the
Securities Act of  1933,  the  Registrant certifies that it has
reasonable grounds to believe  that it meets all of the
requirements for filing on Form S-8, and has duly  caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Huntsville, State of Alabama, on the 25th day of May, 1994.

                        INTERGRAPH CORPORATION

                   By     James W. Meadlock
                     ----------------------------- 
                          James W. Meadlock,
                       Chief Executive Officer and
                         Chairman of the Board
                         
     Pursuant to the requirements of the Securities Exchange Act
of 1933,  this registration statement has been signed below by
the following persons in the capacities and on the dates indicated.

      SIGNATURE                   TITLE                        DATE
- ---------------------   -----------------------------   ------------------

James W. Meadlock      
- ---------------------      Chief Executive Officer and     May 25, 1994
James W. Meadlock          Chairman of the Board

- ---------------------      Director                        May 25, 1994
Roland E. Brown

Larry J. Laster
- ---------------------      Executive Vice President,       May 25, 1994
Larry J. Laster            Chief Financial Officer and
                           Director                 

Nancy B. Meadlock
- -----------------------    Executive Vice President        May 25, 1994
Nancy B. Meadlock          and Director                      

- -----------------------    Director                        May 25, 1994
Keith H. Schonrock, Jr.

James F. Taylor, Jr.
- -----------------------    Director                        May 25, 1994
James F. Taylor, Jr.
                           

Robert E. Thurber       
- -----------------------    Executive Vice President        May 25, 1994
Robert E. Thurber          and Director

John W. Wilhoite         
- -----------------------    Vice President and Controller   May 25, 1994
John W. Wilhoite           (Principal Accounting Officer)
                                

                                    7
EXHIBIT INDEX
               
      
Exhibit                                                           Sequentially
Number               Description                                  Numbered Page
- -------  -------------------------------------------------------  -------------

5        Opinion and consent of Lanier Ford Shaver & Payne P.C.
                                
23(a)    Consent of Ernst & Young

23(b)    Consent of Lanier Ford Shaver & Payne P.C. (included in
         Exhibit 5)

99       Intergraph Corporation 1992 Stock Option Plan (1)
  

  (1) Incorporated by reference to exhibit filed with
      the Company's Annual Report on Form 10-K
      for the fiscal year ended December 31, 1991, under
      the Securities Exchange Act of 1934, File No. 0-9722.

                                 8