SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C.  20549


                            Form S-8

                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933


                     Intergraph Corporation
     ------------------------------------------------------
       (Exact name of issuer as specified in its charter)


           Delaware                         63-0573222
-----------------------------------------------------------------
(State or other jurisdiction of    (IRS Employer Identification
 incorporation or organization)      No.)


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


 Intergraph Corporation Nonemployee Director Stock Option Plan
-----------------------------------------------------------------
                     (Full Title of the Plan)


                        John W. Wilhoite
                     Intergraph Corporation
                Huntsville, Alabama  35894-0001
-----------------------------------------------------------------
            (Name and Address of Agent for Service)


                         (256)730-2000
-----------------------------------------------------------------
 (Telephone Number, including area code, of agent for service)


-----------------------------------------------------------------
The  Registrant  requests that the Registration Statement  become
effective immediately upon filing pursuant to Securities Act Rule
462.

                  CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------

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

Common       250,000    $6.50           $1,625,000         $451.75
Stock $.10    shares
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 $6.50 per share, the average of the  high
and  low price of a share of common stock on May 18, 1999, as reported
on the Nasdaq National Market.



                                  PART I

             INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
             ------------------------------------------------

Item 1.   Plan Information.

     This  Registration  Statement relates to the registration  of  250,000
shares  of  $.10  par  value  common stock of Intergraph  Corporation  (the
"Common  Stock")  to  be  sold pursuant to the exercise  of  stock  options
granted  to  nonemployee  Directors  of Intergraph  Corporation  under  the
Intergraph Corporation Nonemployee Director Stock Option Plan (the "Plan").
The  purpose  of  the  Plan  is to secure for Intergraph  Corporation  (the
"Company")  and  its shareholders the benefits of the long-term  incentives
inherent in increased common stock ownership by the members of the Board of
Directors (the "Board") of the Company who are not employees of the Company
or its Affiliates.

Item 2. Registrant Information and Employee Plan Annual Information

     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 nonemployee directors as specified by Commission
Rule 428(b). Such information, together with the documents incorporated  by
reference  herein  pursuant  to Item 3 of Part II  below,  taken  together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Act.  In  accordance with the rules and regulations of the  Securities  and
Exchange  Commission (the "Commission") and the instructions to  Form  S-8,
the Company is not filing such documents with the Commission either as part
of  the Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424.


                                 PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
            --------------------------------------------------

Item 3. Incorporation of Documents by Reference.

     The  following documents previously filed with the Commission  by  the
Company are incorporated herein by reference and made a part hereof:

1)   The  Company's Annual Report on Form 10-K for the year ended  December
     31,  1998; the Company's Quarterly Report on Form 10-Q for the quarter
     ended March 31, 1999.

2)   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 Form 8 filed with the Commission on July 23, 1986.

3)   The  Company's Current Report on Form 8-K dated April 1,  1999,  filed
     with the Commission on April 9, 1999.

     All   documents   the  Company  files  pursuant  to  Sections   13(a),
13(c),   14  or  15(d)  of  the  Securities  Exchange  Act  of   1934,   as
amended,  subsequent  to  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   remaining   unsold,   shall    be
deemed   to  be  incorporated  by  reference  herein  and  to  be  a   part
hereof from the respective dates of filing of such documents.

     Any   statement  contained  herein,  or  in  a  document  all   or   a
portion  of  which  is  incorporated  or  deemed  to  be  incorporated   by
reference   herein,   shall  be  deemed  to  be  modified   or   superseded
for  purposes  of  this  Registration  Statement  to  the  extent  that   a
statement   contained   herein   or  in  any   other   subsequently   filed
document   which   also   is   or  is  deemed   to   be   incorporated   by
reference  herein  modifies  or  supersedes  such  statement.    Any   such
statement   so   modified  or  superseded  shall  not  be  deemed,   except
as   so   modified   or  superseded,  to  constitute   a   part   of   this
Registration Statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The  legality  of  the  Common  Stock  issued  pursuant  to  the  Plan
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.     The
members   of   Lanier   Ford  Shaver  &  Payne,  P.C.,   beneficially   own
less   than   500  shares  of  the  Company's  Common  Stock.    The   fair
market value of such shares does not exceed $50,000.

Item 6. Indemnification of Directors and Officers.

     Article   IX   of   the   Certificate   of   Incorporation   of    the
Company   permits  indemnification  of  directors  and  officers   to   the
fullest extent permitted by the Delaware General Corporation Law.

     Article   IX(a)   of   the   Certificate  of  Incorporation   of   the
Company   eliminates   a   director's  personal  liability   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(b) of the Certificate of Incorporation of the Company  also
authorizes  the  Company  to indemnify an officer, director,  employee,  or
agent  of  the Company for all expenses, liability, and losses incurred  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(b) 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 indemnification
is  ultimately  deemed unavailable.  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 corporation or
other  enterprise, against expenses (including attorneys' 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, he had  no
reasonable cause to believe his conduct was unlawful.  The Company also has
the  power under Section 145 to indemnify the persons identified 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 corporation 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 interest 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  under  the
circumstances because he has met the applicable 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  Nine 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
Nine 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.

     The  Company 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  Company'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 Company regarding  which
indemnification  is  sought, nor is the Company  aware  of  any  threatened
litigation that may result in claims for indemnification.

     The  Company may maintain insurance, at its expense, to protect itself
and  any  director, officer, employee or agent of the Company  against  any
loss,  whether  or  not  the Company would have the obligation  to  provide
indemnification under Delaware law, as the Board of Directors may from time
to time determine.

Item 7. Exemption from Registration Claimed.

     Not applicable.


Item 8.   Exhibits.

     Exhibit No.                        Description
     -----------                       -------------

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

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

     23.2                     Consent of Ernst & Young, LLP

     99                       Intergraph Corporation Nonemployee
                              Director 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, 1997, 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 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  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 the initial bona fide offering thereof.

     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.




                                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 24th day of May, 1999.

                                        INTERGRAPH CORPORATION



                                        By: /s/ James W. Meadlock
                                           -------------------------------
                                             James W. Meadlock
                                             Chief Executive Officer
                                             and Chairman of the Board


     Pursuant  to  the  requirements of the Securities Act  of  1933,  this
Registration  Statement  has been signed by the following  persons  in  the
capacities and on the dates indicated.



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

/s/James W. Meadlock
----------------------------   Chief Executive Officer and    May 24, 1999
James W. Meadlock              Chairman of the Board
                               (Principal Executive Officer)


----------------------------   Director                       May 24, 1999
Larry J. Laster


----------------------------   Director                       May 24, 1999
Thomas J. Lee


----------------------------   Director                       May 24, 1999
Sidney L. McDonald

/s/ Keith H. Schonrock, Jr.
----------------------------   Director                       May 24, 1999
Keith H. Schonrock, Jr.

/s/ James F. Taylor, Jr.
----------------------------  Executive Vice President        May 24, 1999
James F. Taylor, Jr.          and Director of Intergraph
                              Corporation, and Chief
                              Executive Officer of
                              Intergraph Public Safety,
                              Inc.



/s/ Robert E. Thurber
----------------------------  Executive Vice President       May 24, 1999
Robert E. Thurber             and Director


/s/ John W. Wilhoite
----------------------------  Executive Vice President and   May 24, 1999
John W. Wilhoite              Chief Financial Officer
                              (Principal Financial and
                              Accounting Officer)




                              EXHIBIT INDEX
                              -------------


     Exhibit No.                   Description
     -----------                  -------------

          5             Opinion & Consent of Lanier Ford
                        Shaver & Payne, P.C.

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

         23.2           Consent of Ernst & Young, LLP

          99            Intergraph Corporation Nonemployee
                        Director 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, 1997, under  the
Securities Exchange Act of 1934, File No. 0-9722.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21632}]
{"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": "333-79129", "film-number": "99632815"}, "business-address": {"street1": "THIGPEN HQ011 #9384", "city": "HUNTSVILLE", "state": "AL", "zip": "35894-0001", "phone": "2567302000"}}
SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C.  20549

                            Form S-8

                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933

                     Intergraph Corporation
     ------------------------------------------------------
       (Exact name of issuer as specified in its charter)

           Delaware                         63-0573222
-----------------------------------------------------------------
(State or other jurisdiction of    (IRS Employer Identification
 incorporation or organization)      No.)

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

 Intergraph Corporation Nonemployee Director Stock Option Plan
-----------------------------------------------------------------
                     (Full Title of the Plan)

                        John W. Wilhoite
                     Intergraph Corporation
                Huntsville, Alabama  35894-0001
-----------------------------------------------------------------
            (Name and Address of Agent for Service)

                         (256)730-2000
-----------------------------------------------------------------
 (Telephone Number, including area code, of agent for service)

-----------------------------------------------------------------
The  Registrant  requests that the Registration Statement  become
effective immediately upon filing pursuant to Securities Act Rule
462.

                  CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------

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

Common       250,000    $6.50           $1,625,000         $451.75
Stock $.10    shares
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 $6.50 per share, the average of the  high
and  low price of a share of common stock on May 18, 1999, as reported
on the Nasdaq National Market.

                                  PART I

             INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
             ------------------------------------------------

Item 1.   Plan Information.

     This  Registration  Statement relates to the registration  of  250,000
shares  of  $.10  par  value  common stock of Intergraph  Corporation  (the
"Common  Stock")  to  be  sold pursuant to the exercise  of  stock  options
granted  to  nonemployee  Directors  of Intergraph  Corporation  under  the
Intergraph Corporation Nonemployee Director Stock Option Plan (the "Plan").
The  purpose  of  the  Plan  is to secure for Intergraph  Corporation  (the
"Company")  and  its shareholders the benefits of the long-term  incentives
inherent in increased common stock ownership by the members of the Board of
Directors (the "Board") of the Company who are not employees of the Company
or its Affiliates.

Item 2. Registrant Information and Employee Plan Annual Information

     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 nonemployee directors as specified by Commission
Rule 428(b). Such information, together with the documents incorporated  by
reference  herein  pursuant  to Item 3 of Part II  below,  taken  together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Act.  In  accordance with the rules and regulations of the  Securities  and
Exchange  Commission (the "Commission") and the instructions to  Form  S-8,
the Company is not filing such documents with the Commission either as part
of  the Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424.

                                 PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
            --------------------------------------------------

Item 3. Incorporation of Documents by Reference.

     The  following documents previously filed with the Commission  by  the
Company are incorporated herein by reference and made a part hereof:

1)   The  Company's Annual Report on Form 10-K for the year ended  December
     31,  1998; the Company's Quarterly Report on Form 10-Q for the quarter
     ended March 31, 1999.

2)   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 Form 8 filed with the Commission on July 23, 1986.

3)   The  Company's Current Report on Form 8-K dated April 1,  1999,  filed
     with the Commission on April 9, 1999.

     All   documents   the  Company  files  pursuant  to  Sections   13(a),
13(c),   14  or  15(d)  of  the  Securities  Exchange  Act  of   1934,   as
amended,  subsequent  to  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   remaining   unsold,   shall    be
deemed   to  be  incorporated  by  reference  herein  and  to  be  a   part
hereof from the respective dates of filing of such documents.

     Any   statement  contained  herein,  or  in  a  document  all   or   a
portion  of  which  is  incorporated  or  deemed  to  be  incorporated   by
reference   herein,   shall  be  deemed  to  be  modified   or   superseded
for  purposes  of  this  Registration  Statement  to  the  extent  that   a
statement   contained   herein   or  in  any   other   subsequently   filed
document   which   also   is   or  is  deemed   to   be   incorporated   by
reference  herein  modifies  or  supersedes  such  statement.    Any   such
statement   so   modified  or  superseded  shall  not  be  deemed,   except
as   so   modified   or  superseded,  to  constitute   a   part   of   this
Registration Statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The  legality  of  the  Common  Stock  issued  pursuant  to  the  Plan
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.     The
members   of   Lanier   Ford  Shaver  &  Payne,  P.C.,   beneficially   own
less   than   500  shares  of  the  Company's  Common  Stock.    The   fair
market value of such shares does not exceed $50,000.

Item 6. Indemnification of Directors and Officers.

     Article   IX   of   the   Certificate   of   Incorporation   of    the
Company   permits  indemnification  of  directors  and  officers   to   the
fullest extent permitted by the Delaware General Corporation Law.

     Article   IX(a)   of   the   Certificate  of  Incorporation   of   the
Company   eliminates   a   director's  personal  liability   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(b) of the Certificate of Incorporation of the Company  also
authorizes  the  Company  to indemnify an officer, director,  employee,  or
agent  of  the Company for all expenses, liability, and losses incurred  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(b) 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 indemnification
is  ultimately  deemed unavailable.  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 corporation or
other  enterprise, against expenses (including attorneys' 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, he had  no
reasonable cause to believe his conduct was unlawful.  The Company also has
the  power under Section 145 to indemnify the persons identified 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 corporation 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 interest 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  under  the
circumstances because he has met the applicable 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  Nine 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
Nine 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.

     The  Company 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  Company'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 Company regarding  which
indemnification  is  sought, nor is the Company  aware  of  any  threatened
litigation that may result in claims for indemnification.

     The  Company may maintain insurance, at its expense, to protect itself
and  any  director, officer, employee or agent of the Company  against  any
loss,  whether  or  not  the Company would have the obligation  to  provide
indemnification under Delaware law, as the Board of Directors may from time
to time determine.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     Exhibit No.                        Description
     -----------                       -------------

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

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

     23.2                     Consent of Ernst & Young, LLP

     99                       Intergraph Corporation Nonemployee
                              Director 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, 1997, 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 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  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 the initial bona fide offering thereof.

     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.

                                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 24th day of May, 1999.

                                        INTERGRAPH CORPORATION

                                        By: /s/ James W. Meadlock
                                           -------------------------------
                                             James W. Meadlock
                                             Chief Executive Officer
                                             and Chairman of the Board

     Pursuant  to  the  requirements of the Securities Act  of  1933,  this
Registration  Statement  has been signed by the following  persons  in  the
capacities and on the dates indicated.

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

/s/James W. Meadlock
----------------------------   Chief Executive Officer and    May 24, 1999
James W. Meadlock              Chairman of the Board
                               (Principal Executive Officer)

----------------------------   Director                       May 24, 1999
Larry J. Laster

----------------------------   Director                       May 24, 1999
Thomas J. Lee

----------------------------   Director                       May 24, 1999
Sidney L. McDonald

/s/ Keith H. Schonrock, Jr.
----------------------------   Director                       May 24, 1999
Keith H. Schonrock, Jr.

/s/ James F. Taylor, Jr.
----------------------------  Executive Vice President        May 24, 1999
James F. Taylor, Jr.          and Director of Intergraph
                              Corporation, and Chief
                              Executive Officer of
                              Intergraph Public Safety,
                              Inc.

/s/ Robert E. Thurber
----------------------------  Executive Vice President       May 24, 1999
Robert E. Thurber             and Director

/s/ John W. Wilhoite
----------------------------  Executive Vice President and   May 24, 1999
John W. Wilhoite              Chief Financial Officer
                              (Principal Financial and
                              Accounting Officer)

                              EXHIBIT INDEX
                              -------------

     Exhibit No.                   Description
     -----------                  -------------

          5             Opinion & Consent of Lanier Ford
                        Shaver & Payne, P.C.

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

         23.2           Consent of Ernst & Young, LLP

          99            Intergraph Corporation Nonemployee
                        Director 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, 1997, under  the
Securities Exchange Act of 1934, File No. 0-9722.