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)

                   One Madison Industrial Park
                Huntsville, Alabama  35984-0001
            (Address of Principal Executive Offices)

                     INTERGRAPH CORPORATION
         AMENDED AND RESTATED 2002 STOCK OPTION PLAN
                    (Full title of the plan)

                       David Vance Lucas
              Vice President and General Counsel
                     Intergraph Corporation
               One Madison Industrial Park IW2000
                Huntsville, Alabama  35894-0001
                       (256) 730-2000
            (Name, Address, and Telephone Number of
               Registrant's agent for service)


                 CALCULATION OF REGISTRATION FEE
=================================================================
                            Proposed      Proposed       Amount
 Title of       Amount       maximum       maximum         of
securities       to be      offering      aggregate  registration
   to be     registered(1)  price per     offering         fee
 registered                  share(2)       price
-----------------------------------------------------------------
Common Stock   2,000,000     $19.42     $38,840,000     $3,573.28
$.10 par value,
and related
stock purchase
rights
================================================================

(1)Pursuant  to  Rule  416(a) under  the  Securities  Act,  this
registration  statement  includes  an  indeterminate  number  of
additional  shares  which may be offered and issued  to  prevent
dilution resulting from stock splits, stock dividends or similar
transactions.

(2)Pursuant  to  Rule  457(h)(1) under the Securities  Act,  the
offering   price  is  estimated  solely  for  the   purpose   of
calculating the registration fee on the basis of the average  of
the  high and low prices of the Registrant's Common Stock on the
Nasdaq Stock Market on October 28, 2002.


                             PART I

      Information Required in the Section 10(a) Prospectus

      Intergraph Corporation (the "Registrant") has sent or given
or  will  send  or  give  documents  containing  the  information
specified by Part I of this Form S-8 Registration Statement  (the
"Registration Statement") to participants in the plan  listed  on
the  cover of this Registration Statement, as specified  in  Rule
428(b)(1)  promulgated by the Securities and Exchange  Commission
(the  "SEC")  under the Securities Act of 1933, as  amended  (the
"Securities  Act").  The Registrant is not filing such  documents
with  the  SEC,  but these documents constitute (along  with  the
documents   incorporated  by  reference  into  the   Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                             PART II

       Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference.
          ----------------------------------------

      The  following documents filed by the Registrant  with  the
SEC,  pursuant to the Securities Exchange Act of 1934, as amended
(the  "Exchange Act"), are hereby incorporated by  reference  and
shall  be  deemed to be a part hereof from the date of filing  of
such document:

(1)  The  Registrant's Annual Report on Form 10-K  for  the  year
     ended December 31, 2001;

(2)  The  Registrant's  Quarterly Reports on Form  10-Q  for  the
     quarters ended March 31, 2002 and June 30, 2002;

(3)  Current  Reports on Form 8-K dated March 8, 2002,  April  8,
     2002, April 29, 2002, October 10, 2002 and October 15,2002,
     and on Form 8-K/A dated April 30, 2002;

(4)  The  description of the Registrant's Common Stock, $.10  par
     value  per  share  (the "Common Stock"),  contained  in  the
     Registrant's Registration Statement on Form 8-A/A filed with
     the  SEC  on October 29,  2002, and the description  of  the
     related  stock purchase rights contained in the Registration
     Statement filed by the Registrant with the SEC on  March  8,
     2002,  and including all other amendments and reports  filed
     for the purpose of updating such descriptions.

      All  documents filed by the Registrant pursuant to  Section
13(a),  13(c),  14 and 15(d) of the Exchange Act after  the  date
hereof  and prior to the filing of a post-effective amendment  to
this  Registration Statement which indicates that all  securities
offered hereby 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.   Any  statements contained  in  a  document
incorporated  or  deemed to be incorporated by  reference  herein
shall be deemed to be modified or replaced for purposes hereof to
the  extent  that a statement contained herein (or in  any  other
subsequently filed document which also is incorporated or  deemed
to be incorporated by reference herein) modifies or replaces such
statement.   Any statement so modified or replaced shall  not  be
deemed, except as so modified or replaced, to constitute  a  part
hereof.

Item 4.   Description of Securities.
          --------------------------

     The Registrant's Common Stock is registered under Section 12
of the Exchange Act.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

     Inapplicable.

Item 6.   Indemnification of Directors and Officers.
          ------------------------------------------

      Article  IX  of  the  Certificate of Incorporation  of  the
Registrant,  as  amended  (the  "Certificate  of  Incorporation")
permits  indemnification of directors and officers  to  the  full
extent permitted by the Delaware General Corporation Law.

      Section 145 of the Delaware General Corporation Law permits
indemnification  by  the  Registrant of  any  director,  officer,
employee or agent of the Registrant or of a person who is or  was
serving  at  the  Registrant'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 any threatened,  pending  or  completed
action,    suit   or   proceeding   (whether   civil,   criminal,
administrative or investigative), to which he or she is or may be
a party by reason of having been such director, officer, employee
or  agent, provided that he or she acted in good faith and  in  a
manner  he or she reasonably believed to be in or not opposed  to
the  best  interest of the Registrant and, with  respect  to  any
criminal action or proceeding, had no reasonable cause to believe
his  or  her conduct was unlawful.  The Registrant also  has  the
power  under  Section 145 to indemnify persons  identified  above
from  threatened, pending or completed actions or suits by or  in
the  right  of  the Registrant by reason of the  fact  that  such
person  was  a  director,  officer,  employee  or  agent  of  the
Registrant  or is or was serving at the request of the Registrant
as  a director, officer, employee or agent of another company  or
enterprise  against  expenses actually  and  reasonably  incurred
(including attorney's fees) by him or her in connection with  the
defense  or settlement of the action if he or she acted  in  good
faith  and in a manner he or she reasonably believed to be in  or
not  opposed to the best interests of the Registrant, 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  to
the  Registrant 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.

     Section  145  further requires that indemnification  (unless
ordered  by  a  court)  must be made by the  Registrant  only  as
authorized  in  the  specific  case  upon  a  determination  that
indemnification is proper in the circumstances because he or  she
has  met  the  applicable standards of conduct. The determination
must be made by a majority vote of disinterested directors; by  a
committee  of disinterested directors designated by disinterested
directors;  if  there are no disinterested directors  or  if  the
disinterested  directors so direct, by independent legal  counsel
in a written opinion; or by the stockholders.  The Registrant 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 Registrant
as authorized by law.

     The   statutory  provisions  are  not  exclusive   and   any
entitlement to indemnification or reimbursement by those  seeking
indemnification under any bylaw, agreement, stockholder vote,  or
vote  of  disinterested  directors is not effected.  Section  145
authorizes the purchase of insurance against liability on  behalf
of any officer, employee or agent of the Registrant or person who
was serving as such at the Registrant's request.

       Article   IX(a)   of  the  Registrant's   Certificate   of
Incorporation  eliminates  a director's  personal  liability  for
monetary  damages  for  breaches of his or  her  fiduciary  duty,
except for liability for: (a) breaches of the duty of loyalty  to
the Registrant or its stockholders, (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.

           Article  IX(b) of the Certificate of Incorporation  of
the  Registrant  also authorizes the Registrant to  indemnify  an
officer,  director, employee, or agent of the  Registrant  or  an
individual  serving in such capacity for another  entity  at  the
Registrant's request, for all expenses, liabilities,  and  losses
incurred  in  connection with any action, suit or  proceeding  in
which  he or she is or was a party or is threatened to be made  a
party  by reason of the fact that he or she is or was an  officer
or  director  of  the  Registrant,  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.



      Article  IX(b)  also authorizes the Registrant  to  advance
litigation expenses to an officer or director prior to the  final
disposition of an action concerning the indemnitee's service only
as  an  officer  or  director.  The making of  such  advances  is
conditioned upon the officer or director giving the Registrant an
undertaking  to  repay  the  amount advanced  if  indemnification
ultimately  is  deemed unavailable.  The Board of  Directors  may
authorize the advancement of expenses to employees and agents  of
the  Registrant with the same scope and effect as is afforded  to
officers and directors.

     If indemnification or advancement of expenses is authorized,
it  will not exclude any rights to indemnification or advancement
of  expenses which any person may have under a bylaw,  agreement,
board or stockholder vote, 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 or her heirs,  executors
and administrators.

      The  Certificate  of  Incorporation also  states  that  the
Registrant  may  maintain insurance, at its expense,  to  protect
itself  and  any  director, officer, employee  or  agent  of  the
Registrant or another corporation against any loss, liability, or
expense,  whether or not the Registrant would have the  power  to
provide  indemnification under Delaware  law,  as  the  Board  of
Directors may from time to time determine.

      Article  Nine  of  the  Registrant's  bylaws,  amended  and
restated   April   1,   2002   (the   "Bylaws"),   provides   for
indemnification of any person threatened to be made  a  party  to
any  threatened,  pending  or completed  action  (whether  civil,
criminal,  administrative or investigative,  including  appeals),
other  than  an  action by or in the right of the Registrant,  by
reason of the fact that the person is or was a director, officer,
employee,  or agent of the Registrant or was serving  in  such  a
capacity  for  another entity at the Registrant's request.   Such
indemnification   includes  expenses  actually   and   reasonably
incurred (including attorneys' fees) if the party acted  in  good
faith  and in a manner he or she reasonably believed to be in  or
not  opposed  to  the best interest of the Registrant,  and  with
respect  to  any  criminal action, had  no  reasonable  cause  to
believe  that  his or her conduct was unlawful.   In  actions  or
proceedings  by  or  in the right of the Registrant,  the  Bylaws
provide for indemnification of any person threatened to be made a
party to any threatened, pending or completed action by reason of
the fact that the person is or was a director, officer, employee,
or  agent of the Registrant or was serving in such a capacity for
another entity at the Registrant's request.  Such indemnification
includes  expenses  actually and reasonably  incurred  (including
attorneys' fees) if the party acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best
interest  of  the  Registrant,  except  that  indemnification  is
unavailable  if  the party has been adjudged  to  be  liable  for
negligence or misconduct in the performance of his or her  duties
to  the  Registrant,  unless and only  to  the  extent  that  the
Delaware  Court of Chancery or the court in which the action  was
brought   shall   determine  that  in  light  of   all   of   the
circumstances, such person is fairly and reasonably  entitled  to
indemnity for such expenses the court deems proper.

     The  Bylaws further provide that, generally, indemnification
(unless  ordered by a court) must be made by the Registrant  only
as  authorized  in  the specific case upon a  determination  that
indemnification is proper in the circumstances because he or  she
has  met  the applicable standards of conduct.  The determination
must be made by a majority vote of disinterested directors; by  a
committee  of disinterested directors designated by disinterested
directors;  if  there are no disinterested directors  or  if  the
disinterested  directors so direct, by independent legal  counsel
in  a  written  opinion; or by the stockholders.  The  Registrant
must   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 Registrant as authorized in the Bylaws.

     The   indemnification  authorized  in  the  Bylaws  is   not
exclusive  of other rights to which those seeking indemnification
may  be  entitled  under  the Certificate of  Incorporation,  any
statute,  rule  of  law, agreement, bylaw,  stockholder  vote  or
otherwise.  Such indemnification shall continue as to any  person
who  has ceased to be a director, officer, employee or agent  and
shall inure to the benefit of that person's heirs, executors, and
administrators.

     Article  Nine  of  the Registrant's Bylaws further  provides
that the Registrant 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  Registrant whether or not indemnification in respect of such
liability would be permissible under the Bylaws' provisions.

      The  Registrant has entered into Indemnification Agreements
with  each  of  its  directors to give such directors  additional
contractual assurances regarding the scope of the indemnification
set forth in the Registrant's Certificate of Incorporation and to
provide additional procedural protections.  At present, there  is
no pending litigation or proceeding involving a director, officer
or  employee of the Registrant regarding which indemnification is
sought,  nor is the Registrant aware of any threatened litigation
that may result in claims for indemnification.

Item 7.   Exemption from Registration Claimed.
          ------------------------------------

     None.

Item 8.   Exhibits.
          ---------

     4.1  Certificate  of  Incorporation  of  the  Registrant,  as  amended
          (restated electronically for SEC  filing purposes)  (incorporated
          by reference to Exhibit 1 filed with the Registrant's 8-A/A dated
          October 29, 2002)

     4.2  Bylaws of the Registrant,as amended and restated on April 1, 2002
          (incorporated  by   reference  to  Exhibit  3.1  filed  with  the
          Registrant's Form 8-K dated April 8, 2002)

     23   Consent of Ernst & Young LLP, independent auditors

     24   Power  of  Attorney  (included  in  the  signature  page  of this
          Registration Statement)

     99   Intergraph  Corporation  Amended  and Restated 2002  Stock Option
          Plan (incorporated by reference  to  Exhibit 10(l) filed with the
          Registrant's Quarterly Report on Form  10-Q  for the period ended
          June 30, 2002)

Item 9.   Undertakings.
          -------------

     A.   The Registrant 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, 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.

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

      B.   The Registrant hereby undertakes that, for purposes of
determining  any liability under the Securities Act, each  filing
of  the  Registrant's annual report pursuant to Section 13(a)  or
15(d)  of the Exchange Act (and where applicable, each filing  of
an  employee  benefit  plan's annual report pursuant  to  Section
15(d)  of the Exchange Act) that is incorporated by reference  in
this  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.

      C.    Insofar  as  indemnification for liabilities  arising
under the Securities Act 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 SEC 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.

                           SIGNATURES

      Pursuant  to  the requirements of the Securities  Act,  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 this  30th  day of  October,
2002.


                           INTERGRAPH CORPORATION


                           By: /s/ James F. Taylor, Jr.
                              ------------------------------------
                              James F. Taylor, Jr.
                              Chairman of the Board and Chief
			      Executive Officer


      KNOW ALL MEN BY THESE PRESENTS, each person whose signature
appears below hereby constitutes and appoints David Vance  Lucas,
his  true and lawful attorney-in-fact and agent, with full  power
of  substitution  and resubstitution, for him and  in  his  name,
place, and stead, in any and all capacities, to sign any and  all
amendments   (including  post-effective   amendments)   to   this
Registration  Statement,  and to file the  same,  with  the  SEC,
granting  unto  said attorney-in-fact and agent, full  power  and
authority  to  do  and  perform each  and  every  act  and  thing
requisite and necessary, as fully to all intents and purposes  as
he  might  or could do in person, hereby ratifying and confirming
all  that  said attorney-in-fact and agent, or his substitute  or
substitutes,  may  lawfully do or cause  to  be  done  by  virtue
hereof.

     Pursuant  to  the requirements of the Securities  Act,  this
Registration  Statement has been signed by the following  persons
in the capacities and on the dates indicated below.

Signature                  Title                        Date
---------                  -----                        ----

/s/James F. Taylor Jr.     Chairman of the Board      October 30,2002
________________________   Chief Executive Officer
James F. Taylor Jr.


/s/Larry J. Laster         Executive Vice President,  October 30,2002
________________________   Chief Financial Officer
Larry J. Laster            and Director


/s/Linda L. Green          Director                   October 30,2002
________________________
Linda L. Green


/s/Laurence R. Greenwood   Director                   October 30,2002
________________________
Laurence R. Greenwood


                           Director                   October 30,2002
________________________
Thomas J. Lee


/s/Sidney L. McDonald      Director                   October 30,2002
________________________
Sidney L. McDonald


/s/Joseph C. Moquin        Director                   October 30,2002
________________________
Joseph C. Moquin




                          EXHIBIT INDEX

     4.1  Certificate  of  Incorporation  of  the  Registrant,  as  amended
          (restated electronically for SEC filing  purposes)  (incorporated
          by reference to Exhibit 1 filed with the Registrant's 8-A/A dated
          October 29, 2002)

     4.2  Bylaws of the Registrant,as amended and restated on April 1, 2002
          (incorporated by reference to Exhibit 3.1 filed with the
          Registrant's Form 8-K dated April 8, 2002)

     23   Consent of Ernst & Young LLP, independent auditors

     24   Power  of  Attorney  (included  in  the  signature  page  of this
          Registration Statement)

     99   Intergraph  Corporation  Amended  and Restated 2002  Stock Option
          Plan (incorporated by reference to  Exhibit  10(l) filed with the
          Registrant's Quarterly Report on Form 10-Q for  the  period ended
          June 30, 2002)
[{"type": "S-8", "sequence": "1", "filename": "ingrs-8for2002plan.txt", "description": "AMENDED & RESTATED 2002 STOCK OPTION PLAN", "secsgml_size_bytes": 24993}]
{"company-data": {"conformed-name": "INTERGRAPH CORP", "cik": "0000351145", "assigned-sic": "7373", "irs-number": "630573222", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-100923", "film-number": "02805785"}, "business-address": {"street1": "1 MADISON INDUSTRIAL PARK IW2000", "city": "HUNTSVILLE", "state": "AL", "zip": "35894-0001", "phone": "2567302000"}, "mail-address": {"street1": "290 DUNLOP BLVD", "city": "HUNTSVILLE", "state": "AL", "zip": "35894-0001"}}
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)

                   One Madison Industrial Park
                Huntsville, Alabama  35984-0001
            (Address of Principal Executive Offices)

                     INTERGRAPH CORPORATION
         AMENDED AND RESTATED 2002 STOCK OPTION PLAN
                    (Full title of the plan)

                       David Vance Lucas
              Vice President and General Counsel
                     Intergraph Corporation
               One Madison Industrial Park IW2000
                Huntsville, Alabama  35894-0001
                       (256) 730-2000
            (Name, Address, and Telephone Number of
               Registrant's agent for service)

                 CALCULATION OF REGISTRATION FEE
=================================================================
                            Proposed      Proposed       Amount
 Title of       Amount       maximum       maximum         of
securities       to be      offering      aggregate  registration
   to be     registered(1)  price per     offering         fee
 registered                  share(2)       price
-----------------------------------------------------------------
Common Stock   2,000,000     $19.42     $38,840,000     $3,573.28
$.10 par value,
and related
stock purchase
rights
================================================================

(1)Pursuant  to  Rule  416(a) under  the  Securities  Act,  this
registration  statement  includes  an  indeterminate  number  of
additional  shares  which may be offered and issued  to  prevent
dilution resulting from stock splits, stock dividends or similar
transactions.

(2)Pursuant  to  Rule  457(h)(1) under the Securities  Act,  the
offering   price  is  estimated  solely  for  the   purpose   of
calculating the registration fee on the basis of the average  of
the  high and low prices of the Registrant's Common Stock on the
Nasdaq Stock Market on October 28, 2002.

                             PART I

      Information Required in the Section 10(a) Prospectus

      Intergraph Corporation (the "Registrant") has sent or given
or  will  send  or  give  documents  containing  the  information
specified by Part I of this Form S-8 Registration Statement  (the
"Registration Statement") to participants in the plan  listed  on
the  cover of this Registration Statement, as specified  in  Rule
428(b)(1)  promulgated by the Securities and Exchange  Commission
(the  "SEC")  under the Securities Act of 1933, as  amended  (the
"Securities  Act").  The Registrant is not filing such  documents
with  the  SEC,  but these documents constitute (along  with  the
documents   incorporated  by  reference  into  the   Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                             PART II

       Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference.
          ----------------------------------------

      The  following documents filed by the Registrant  with  the
SEC,  pursuant to the Securities Exchange Act of 1934, as amended
(the  "Exchange Act"), are hereby incorporated by  reference  and
shall  be  deemed to be a part hereof from the date of filing  of
such document:

(1)  The  Registrant's Annual Report on Form 10-K  for  the  year
     ended December 31, 2001;

(2)  The  Registrant's  Quarterly Reports on Form  10-Q  for  the
     quarters ended March 31, 2002 and June 30, 2002;

(3)  Current  Reports on Form 8-K dated March 8, 2002,  April  8,
     2002, April 29, 2002, October 10, 2002 and October 15,2002,
     and on Form 8-K/A dated April 30, 2002;

(4)  The  description of the Registrant's Common Stock, $.10  par
     value  per  share  (the "Common Stock"),  contained  in  the
     Registrant's Registration Statement on Form 8-A/A filed with
     the  SEC  on October 29,  2002, and the description  of  the
     related  stock purchase rights contained in the Registration
     Statement filed by the Registrant with the SEC on  March  8,
     2002,  and including all other amendments and reports  filed
     for the purpose of updating such descriptions.

      All  documents filed by the Registrant pursuant to  Section
13(a),  13(c),  14 and 15(d) of the Exchange Act after  the  date
hereof  and prior to the filing of a post-effective amendment  to
this  Registration Statement which indicates that all  securities
offered hereby 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.   Any  statements contained  in  a  document
incorporated  or  deemed to be incorporated by  reference  herein
shall be deemed to be modified or replaced for purposes hereof to
the  extent  that a statement contained herein (or in  any  other
subsequently filed document which also is incorporated or  deemed
to be incorporated by reference herein) modifies or replaces such
statement.   Any statement so modified or replaced shall  not  be
deemed, except as so modified or replaced, to constitute  a  part
hereof.

Item 4.   Description of Securities.
          --------------------------

     The Registrant's Common Stock is registered under Section 12
of the Exchange Act.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

     Inapplicable.

Item 6.   Indemnification of Directors and Officers.
          ------------------------------------------

      Article  IX  of  the  Certificate of Incorporation  of  the
Registrant,  as  amended  (the  "Certificate  of  Incorporation")
permits  indemnification of directors and officers  to  the  full
extent permitted by the Delaware General Corporation Law.

      Section 145 of the Delaware General Corporation Law permits
indemnification  by  the  Registrant of  any  director,  officer,
employee or agent of the Registrant or of a person who is or  was
serving  at  the  Registrant'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 any threatened,  pending  or  completed
action,    suit   or   proceeding   (whether   civil,   criminal,
administrative or investigative), to which he or she is or may be
a party by reason of having been such director, officer, employee
or  agent, provided that he or she acted in good faith and  in  a
manner  he or she reasonably believed to be in or not opposed  to
the  best  interest of the Registrant and, with  respect  to  any
criminal action or proceeding, had no reasonable cause to believe
his  or  her conduct was unlawful.  The Registrant also  has  the
power  under  Section 145 to indemnify persons  identified  above
from  threatened, pending or completed actions or suits by or  in
the  right  of  the Registrant by reason of the  fact  that  such
person  was  a  director,  officer,  employee  or  agent  of  the
Registrant  or is or was serving at the request of the Registrant
as  a director, officer, employee or agent of another company  or
enterprise  against  expenses actually  and  reasonably  incurred
(including attorney's fees) by him or her in connection with  the
defense  or settlement of the action if he or she acted  in  good
faith  and in a manner he or she reasonably believed to be in  or
not  opposed to the best interests of the Registrant, 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  to
the  Registrant 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.

     Section  145  further requires that indemnification  (unless
ordered  by  a  court)  must be made by the  Registrant  only  as
authorized  in  the  specific  case  upon  a  determination  that
indemnification is proper in the circumstances because he or  she
has  met  the  applicable standards of conduct. The determination
must be made by a majority vote of disinterested directors; by  a
committee  of disinterested directors designated by disinterested
directors;  if  there are no disinterested directors  or  if  the
disinterested  directors so direct, by independent legal  counsel
in a written opinion; or by the stockholders.  The Registrant 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 Registrant
as authorized by law.

     The   statutory  provisions  are  not  exclusive   and   any
entitlement to indemnification or reimbursement by those  seeking
indemnification under any bylaw, agreement, stockholder vote,  or
vote  of  disinterested  directors is not effected.  Section  145
authorizes the purchase of insurance against liability on  behalf
of any officer, employee or agent of the Registrant or person who
was serving as such at the Registrant's request.

       Article   IX(a)   of  the  Registrant's   Certificate   of
Incorporation  eliminates  a director's  personal  liability  for
monetary  damages  for  breaches of his or  her  fiduciary  duty,
except for liability for: (a) breaches of the duty of loyalty  to
the Registrant or its stockholders, (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.

           Article  IX(b) of the Certificate of Incorporation  of
the  Registrant  also authorizes the Registrant to  indemnify  an
officer,  director, employee, or agent of the  Registrant  or  an
individual  serving in such capacity for another  entity  at  the
Registrant's request, for all expenses, liabilities,  and  losses
incurred  in  connection with any action, suit or  proceeding  in
which  he or she is or was a party or is threatened to be made  a
party  by reason of the fact that he or she is or was an  officer
or  director  of  the  Registrant,  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.

      Article  IX(b)  also authorizes the Registrant  to  advance
litigation expenses to an officer or director prior to the  final
disposition of an action concerning the indemnitee's service only
as  an  officer  or  director.  The making of  such  advances  is
conditioned upon the officer or director giving the Registrant an
undertaking  to  repay  the  amount advanced  if  indemnification
ultimately  is  deemed unavailable.  The Board of  Directors  may
authorize the advancement of expenses to employees and agents  of
the  Registrant with the same scope and effect as is afforded  to
officers and directors.

     If indemnification or advancement of expenses is authorized,
it  will not exclude any rights to indemnification or advancement
of  expenses which any person may have under a bylaw,  agreement,
board or stockholder vote, 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 or her heirs,  executors
and administrators.

      The  Certificate  of  Incorporation also  states  that  the
Registrant  may  maintain insurance, at its expense,  to  protect
itself  and  any  director, officer, employee  or  agent  of  the
Registrant or another corporation against any loss, liability, or
expense,  whether or not the Registrant would have the  power  to
provide  indemnification under Delaware  law,  as  the  Board  of
Directors may from time to time determine.

      Article  Nine  of  the  Registrant's  bylaws,  amended  and
restated   April   1,   2002   (the   "Bylaws"),   provides   for
indemnification of any person threatened to be made  a  party  to
any  threatened,  pending  or completed  action  (whether  civil,
criminal,  administrative or investigative,  including  appeals),
other  than  an  action by or in the right of the Registrant,  by
reason of the fact that the person is or was a director, officer,
employee,  or agent of the Registrant or was serving  in  such  a
capacity  for  another entity at the Registrant's request.   Such
indemnification   includes  expenses  actually   and   reasonably
incurred (including attorneys' fees) if the party acted  in  good
faith  and in a manner he or she reasonably believed to be in  or
not  opposed  to  the best interest of the Registrant,  and  with
respect  to  any  criminal action, had  no  reasonable  cause  to
believe  that  his or her conduct was unlawful.   In  actions  or
proceedings  by  or  in the right of the Registrant,  the  Bylaws
provide for indemnification of any person threatened to be made a
party to any threatened, pending or completed action by reason of
the fact that the person is or was a director, officer, employee,
or  agent of the Registrant or was serving in such a capacity for
another entity at the Registrant's request.  Such indemnification
includes  expenses  actually and reasonably  incurred  (including
attorneys' fees) if the party acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best
interest  of  the  Registrant,  except  that  indemnification  is
unavailable  if  the party has been adjudged  to  be  liable  for
negligence or misconduct in the performance of his or her  duties
to  the  Registrant,  unless and only  to  the  extent  that  the
Delaware  Court of Chancery or the court in which the action  was
brought   shall   determine  that  in  light  of   all   of   the
circumstances, such person is fairly and reasonably  entitled  to
indemnity for such expenses the court deems proper.

     The  Bylaws further provide that, generally, indemnification
(unless  ordered by a court) must be made by the Registrant  only
as  authorized  in  the specific case upon a  determination  that
indemnification is proper in the circumstances because he or  she
has  met  the applicable standards of conduct.  The determination
must be made by a majority vote of disinterested directors; by  a
committee  of disinterested directors designated by disinterested
directors;  if  there are no disinterested directors  or  if  the
disinterested  directors so direct, by independent legal  counsel
in  a  written  opinion; or by the stockholders.  The  Registrant
must   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 Registrant as authorized in the Bylaws.

     The   indemnification  authorized  in  the  Bylaws  is   not
exclusive  of other rights to which those seeking indemnification
may  be  entitled  under  the Certificate of  Incorporation,  any
statute,  rule  of  law, agreement, bylaw,  stockholder  vote  or
otherwise.  Such indemnification shall continue as to any  person
who  has ceased to be a director, officer, employee or agent  and
shall inure to the benefit of that person's heirs, executors, and
administrators.

     Article  Nine  of  the Registrant's Bylaws further  provides
that the Registrant 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  Registrant whether or not indemnification in respect of such
liability would be permissible under the Bylaws' provisions.

      The  Registrant has entered into Indemnification Agreements
with  each  of  its  directors to give such directors  additional
contractual assurances regarding the scope of the indemnification
set forth in the Registrant's Certificate of Incorporation and to
provide additional procedural protections.  At present, there  is
no pending litigation or proceeding involving a director, officer
or  employee of the Registrant regarding which indemnification is
sought,  nor is the Registrant aware of any threatened litigation
that may result in claims for indemnification.

Item 7.   Exemption from Registration Claimed.
          ------------------------------------

     None.

Item 8.   Exhibits.
          ---------

     4.1  Certificate  of  Incorporation  of  the  Registrant,  as  amended
          (restated electronically for SEC  filing purposes)  (incorporated
          by reference to Exhibit 1 filed with the Registrant's 8-A/A dated
          October 29, 2002)

     4.2  Bylaws of the Registrant,as amended and restated on April 1, 2002
          (incorporated  by   reference  to  Exhibit  3.1  filed  with  the
          Registrant's Form 8-K dated April 8, 2002)

     23   Consent of Ernst & Young LLP, independent auditors

     24   Power  of  Attorney  (included  in  the  signature  page  of this
          Registration Statement)

     99   Intergraph  Corporation  Amended  and Restated 2002  Stock Option
          Plan (incorporated by reference  to  Exhibit 10(l) filed with the
          Registrant's Quarterly Report on Form  10-Q  for the period ended
          June 30, 2002)

Item 9.   Undertakings.
          -------------

     A.   The Registrant 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, 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.

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

      B.   The Registrant hereby undertakes that, for purposes of
determining  any liability under the Securities Act, each  filing
of  the  Registrant's annual report pursuant to Section 13(a)  or
15(d)  of the Exchange Act (and where applicable, each filing  of
an  employee  benefit  plan's annual report pursuant  to  Section
15(d)  of the Exchange Act) that is incorporated by reference  in
this  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.

      C.    Insofar  as  indemnification for liabilities  arising
under the Securities Act 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 SEC 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.

                           SIGNATURES

      Pursuant  to  the requirements of the Securities  Act,  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 this  30th  day of  October,
2002.

                           INTERGRAPH CORPORATION

                           By: /s/ James F. Taylor, Jr.
                              ------------------------------------
                              James F. Taylor, Jr.
                              Chairman of the Board and Chief
			      Executive Officer

      KNOW ALL MEN BY THESE PRESENTS, each person whose signature
appears below hereby constitutes and appoints David Vance  Lucas,
his  true and lawful attorney-in-fact and agent, with full  power
of  substitution  and resubstitution, for him and  in  his  name,
place, and stead, in any and all capacities, to sign any and  all
amendments   (including  post-effective   amendments)   to   this
Registration  Statement,  and to file the  same,  with  the  SEC,
granting  unto  said attorney-in-fact and agent, full  power  and
authority  to  do  and  perform each  and  every  act  and  thing
requisite and necessary, as fully to all intents and purposes  as
he  might  or could do in person, hereby ratifying and confirming
all  that  said attorney-in-fact and agent, or his substitute  or
substitutes,  may  lawfully do or cause  to  be  done  by  virtue
hereof.

     Pursuant  to  the requirements of the Securities  Act,  this
Registration  Statement has been signed by the following  persons
in the capacities and on the dates indicated below.

Signature                  Title                        Date
---------                  -----                        ----

/s/James F. Taylor Jr.     Chairman of the Board      October 30,2002
________________________   Chief Executive Officer
James F. Taylor Jr.

/s/Larry J. Laster         Executive Vice President,  October 30,2002
________________________   Chief Financial Officer
Larry J. Laster            and Director

/s/Linda L. Green          Director                   October 30,2002
________________________
Linda L. Green

/s/Laurence R. Greenwood   Director                   October 30,2002
________________________
Laurence R. Greenwood

                           Director                   October 30,2002
________________________
Thomas J. Lee

/s/Sidney L. McDonald      Director                   October 30,2002
________________________
Sidney L. McDonald

/s/Joseph C. Moquin        Director                   October 30,2002
________________________
Joseph C. Moquin

                          EXHIBIT INDEX

     4.1  Certificate  of  Incorporation  of  the  Registrant,  as  amended
          (restated electronically for SEC filing  purposes)  (incorporated
          by reference to Exhibit 1 filed with the Registrant's 8-A/A dated
          October 29, 2002)

     4.2  Bylaws of the Registrant,as amended and restated on April 1, 2002
          (incorporated by reference to Exhibit 3.1 filed with the
          Registrant's Form 8-K dated April 8, 2002)

     23   Consent of Ernst & Young LLP, independent auditors

     24   Power  of  Attorney  (included  in  the  signature  page  of this
          Registration Statement)

     99   Intergraph  Corporation  Amended  and Restated 2002  Stock Option
          Plan (incorporated by reference to  Exhibit  10(l) filed with the
          Registrant's Quarterly Report on Form 10-Q for  the  period ended
          June 30, 2002)