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 1997 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      5,000,000   $6.50           $32,500,000        $9,035
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  5,000,000
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 employees of Intergraph Corporation (the "Company")  under  the
Intergraph  Corporation  1997 Stock Option Plan  (the  "Plan").   Documents
containing  the information specified in Part I of Form S-8 promulgated  by
the  Securities and Exchange Commission (the "Commission") will be sent  or
given to employees as specified by Commission Rule 428(b).

Item 2.   Registrant Information and Employee Plan Annual Information.

     See response to Item 1 above.



                                 PART II

            Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference.

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

1)   The  Company's Annual Report on Form 10-K for the year ended  December
     31,  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 filed by the Company pursuant to Sections 13(a), 13(c),
14  and  15(d) of the Securities Exchange Act of 1934 after the date hereof
and  prior to the filing of a post-effective amendment which indicates that
all  securities offered have been sold or which deregisters all  securities
then  remaining  unsold,  shall be deemed to be incorporated  by  reference
herein and to be a part hereof from the date of filing such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     The   legality  of  the  Common  Stock  issuable  upon  the   exercise
of   options  granted  under  the  Plan  has  been  passed  upon  for   the
Company  by  the  law  firm  of  Lanier Ford  Shaver  &  Payne,  P.C.,  200
West   Court   Square,  Suite  5000,  Huntsville,  Alabama   35801.    John
R.   Wynn,   a   member-stockholder  of  Lanier  Ford   Shaver   &   Payne,
P.C.,   is   Secretary  of  the  Company.   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   full
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  violation  of   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
Company   also   authorizes   the  Company   to   indemnify   an   officer,
director,  employee,  or  agent  of  the  Company  for  all  his   expense,
liability,   and   loss   in   connection  with   any   action,   suit   or
proceeding  in  which  he  is  or  was a  party  or  is  threatened  to  be
made  a  party  by  reason  of  the fact that  he  is  or  was  an  officer
or   director  of  the  Company,  whether  the  basis  of  such  proceeding
is  alleged  action  in  an  official  capacity  as  a  director,  officer,
employee,  or  agent  or  in  any  other  capacity  while  serving   as   a
director,   officer,   employee   or   agent.    This   provision   permits
indemnification    only    upon   a   finding    by    the    disinterested
directors  or  the  shareholders  that  he  acted  in  good  faith  and  in
a  manner  he  reasonably  believed to  be  in,  or  not  opposed  to,  the
best  interests  of  the  Company.   Article  IX(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  it   turns
out   that  indemnification  is  not  available.   If  indemnification   or
advancement   of   expenses  is  authorized,  it  will  not   exclude   any
rights   to   indemnification   or  advancement   of   expenses   which   a
director,   officer,  employee  or  agent  may  have  under  any   statute,
provision   of   the   Certificate  of  Incorporation,  bylaw,   agreement,
board     or     shareholder     resolution,     or     otherwise.      The
indemnification  or  advancement  of  expenses  provided  by   Article   IX
will   continue   as   to  a  person  who  ceased   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 or was serving at the Company's request as  a
director,  officer,  employee  or  agent  of  another  company   or   other
enterprise, against expenses (including attorney's fees), judgments,  fines
and amounts paid in settlement, actually and reasonably incurred by him  in
connection with the defense of any threatened, pending or completed action,
suit   or   proceeding   (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  interest of the Company, and with respect to any criminal  action  or
proceeding,  had no reasonable cause to believe his conduct  was  unlawful.
The  Company also has the power under Section 145 to indemnify persons  set
forth above from threatened, pending or completed actions or suits by or in
the  right  of the Company to procure a judgment in its favor by reason  of
the fact that such person was a director, officer, employee or agent of the
Company  or is or was serving at the request of the Company as a  director,
officer,  employee  or  agent  of  another company  or  enterprise  against
expenses  actually and reasonably incurred (including attorney's  fees)  by
him  in connection with the defense or settlement of the action if he acted
in  good  faith  and in a manner he reasonably believed to  be  in  or  not
opposed   to   the   best  interests  of  the  Company,  except   that   no
indemnification can be made with regard to any claim, issue or matter as to
which  the  person  has  been  adjudged to  be  liable  for  negligence  or
misconduct in the performance of his duty to the Company unless and only to
the  extent that the Delaware Court of Chancery or the court in  which  the
action  was  brought determines that the person was fairly  and  reasonably
entitled to indemnity. Any indemnification (unless ordered by a court) must
be  made  by  the Company only as authorized in the specific  case  upon  a
determination  that  indemnification  of  the  person  is  proper  in   the
circumstances because he has met the applicable 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 if it shall ultimately be determined  that  such
person  is  not 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
IX(e) of the Company's Certificate of Incorporation and Article Nine of the
Company's Bylaws further provide 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.

     The  Plan  provides that in addition to such other rights of
indemnification as they may have as directors or as members of the committee
administering the Plan, the members of the Stock Option Plan Committee shall
be indemnified by the Company  against the reasonable  expenses,  including
attorney's fees, actually and necessarily incurred in connection  with  the
defense  of  any  action, suit, or proceeding, or in  connection  with  any
appeal therein to which they or any of them may be a party by reason of any
action  taken or failure to act under, or in connection, with the  Plan  or
options  granted  thereunder,  and against all  amounts  paid  by  them  in
settlement  thereof  (provided such settlement is approved  by  independent
legal counsel selected by the Company) or paid by them in satisfaction of a
judgment in any action, suit, or proceeding, except in relation to  matters
as  to which it shall be adjudged in such action, suit, or proceeding, that
such  committee  member  is  liable for negligence  or  misconduct  in  the
performance  of  his  duties, provided that within sixty  (60)  days  after
institution of any such action, suit, or proceeding, a committee member, in
writing offers the Company the opportunity at its own expense to handle and
defend the same.

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

     99.1                     Intergraph Corporation
                              1997 Stock Option Plan(1)

     99.2                     Amendment Number One to Intergraph
                              Corporation 1997 Stock Option Plan


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

(1)   Incorporated by reference to exhibit filed with the Company's  Annual
Report on Form 10-K for the fiscal year ended December 31, 1996, 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
---------------------------    Chairman of the Board
James W. Meadlock              (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

         99.1           Intergraph Corporation 1997 Stock
                        Option Plan(1)

         99.2           Amendment Number One to the Intergraph
                        Corporation 1997 Stock Option Plan

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

(1)   Incorporated  by reference to exhibit filed with the  Company's  Annual
Report  on  Form 10-K for the fiscal year ended December 31, 1996, under  the
Securities Exchange Act of 1934, File No. 0-9722.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21625}]
{"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": "333-79137", "film-number": "99632856"}, "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 1997 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      5,000,000   $6.50           $32,500,000        $9,035
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  5,000,000
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 employees of Intergraph Corporation (the "Company")  under  the
Intergraph  Corporation  1997 Stock Option Plan  (the  "Plan").   Documents
containing  the information specified in Part I of Form S-8 promulgated  by
the  Securities and Exchange Commission (the "Commission") will be sent  or
given to employees as specified by Commission Rule 428(b).

Item 2.   Registrant Information and Employee Plan Annual Information.

     See response to Item 1 above.

                                 PART II

            Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference.

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

1)   The  Company's Annual Report on Form 10-K for the year ended  December
     31,  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 filed by the Company pursuant to Sections 13(a), 13(c),
14  and  15(d) of the Securities Exchange Act of 1934 after the date hereof
and  prior to the filing of a post-effective amendment which indicates that
all  securities offered have been sold or which deregisters all  securities
then  remaining  unsold,  shall be deemed to be incorporated  by  reference
herein and to be a part hereof from the date of filing such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     The   legality  of  the  Common  Stock  issuable  upon  the   exercise
of   options  granted  under  the  Plan  has  been  passed  upon  for   the
Company  by  the  law  firm  of  Lanier Ford  Shaver  &  Payne,  P.C.,  200
West   Court   Square,  Suite  5000,  Huntsville,  Alabama   35801.    John
R.   Wynn,   a   member-stockholder  of  Lanier  Ford   Shaver   &   Payne,
P.C.,   is   Secretary  of  the  Company.   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   full
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  violation  of   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
Company   also   authorizes   the  Company   to   indemnify   an   officer,
director,  employee,  or  agent  of  the  Company  for  all  his   expense,
liability,   and   loss   in   connection  with   any   action,   suit   or
proceeding  in  which  he  is  or  was a  party  or  is  threatened  to  be
made  a  party  by  reason  of  the fact that  he  is  or  was  an  officer
or   director  of  the  Company,  whether  the  basis  of  such  proceeding
is  alleged  action  in  an  official  capacity  as  a  director,  officer,
employee,  or  agent  or  in  any  other  capacity  while  serving   as   a
director,   officer,   employee   or   agent.    This   provision   permits
indemnification    only    upon   a   finding    by    the    disinterested
directors  or  the  shareholders  that  he  acted  in  good  faith  and  in
a  manner  he  reasonably  believed to  be  in,  or  not  opposed  to,  the
best  interests  of  the  Company.   Article  IX(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  it   turns
out   that  indemnification  is  not  available.   If  indemnification   or
advancement   of   expenses  is  authorized,  it  will  not   exclude   any
rights   to   indemnification   or  advancement   of   expenses   which   a
director,   officer,  employee  or  agent  may  have  under  any   statute,
provision   of   the   Certificate  of  Incorporation,  bylaw,   agreement,
board     or     shareholder     resolution,     or     otherwise.      The
indemnification  or  advancement  of  expenses  provided  by   Article   IX
will   continue   as   to  a  person  who  ceased   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 or was serving at the Company's request as  a
director,  officer,  employee  or  agent  of  another  company   or   other
enterprise, against expenses (including attorney's fees), judgments,  fines
and amounts paid in settlement, actually and reasonably incurred by him  in
connection with the defense of any threatened, pending or completed action,
suit   or   proceeding   (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  interest of the Company, and with respect to any criminal  action  or
proceeding,  had no reasonable cause to believe his conduct  was  unlawful.
The  Company also has the power under Section 145 to indemnify persons  set
forth above from threatened, pending or completed actions or suits by or in
the  right  of the Company to procure a judgment in its favor by reason  of
the fact that such person was a director, officer, employee or agent of the
Company  or is or was serving at the request of the Company as a  director,
officer,  employee  or  agent  of  another company  or  enterprise  against
expenses  actually and reasonably incurred (including attorney's  fees)  by
him  in connection with the defense or settlement of the action if he acted
in  good  faith  and in a manner he reasonably believed to  be  in  or  not
opposed   to   the   best  interests  of  the  Company,  except   that   no
indemnification can be made with regard to any claim, issue or matter as to
which  the  person  has  been  adjudged to  be  liable  for  negligence  or
misconduct in the performance of his duty to the Company unless and only to
the  extent that the Delaware Court of Chancery or the court in  which  the
action  was  brought determines that the person was fairly  and  reasonably
entitled to indemnity. Any indemnification (unless ordered by a court) must
be  made  by  the Company only as authorized in the specific  case  upon  a
determination  that  indemnification  of  the  person  is  proper  in   the
circumstances because he has met the applicable 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 if it shall ultimately be determined  that  such
person  is  not 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
IX(e) of the Company's Certificate of Incorporation and Article Nine of the
Company's Bylaws further provide 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.

     The  Plan  provides that in addition to such other rights of
indemnification as they may have as directors or as members of the committee
administering the Plan, the members of the Stock Option Plan Committee shall
be indemnified by the Company  against the reasonable  expenses,  including
attorney's fees, actually and necessarily incurred in connection  with  the
defense  of  any  action, suit, or proceeding, or in  connection  with  any
appeal therein to which they or any of them may be a party by reason of any
action  taken or failure to act under, or in connection, with the  Plan  or
options  granted  thereunder,  and against all  amounts  paid  by  them  in
settlement  thereof  (provided such settlement is approved  by  independent
legal counsel selected by the Company) or paid by them in satisfaction of a
judgment in any action, suit, or proceeding, except in relation to  matters
as  to which it shall be adjudged in such action, suit, or proceeding, that
such  committee  member  is  liable for negligence  or  misconduct  in  the
performance  of  his  duties, provided that within sixty  (60)  days  after
institution of any such action, suit, or proceeding, a committee member, in
writing offers the Company the opportunity at its own expense to handle and
defend the same.

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

     99.1                     Intergraph Corporation
                              1997 Stock Option Plan(1)

     99.2                     Amendment Number One to Intergraph
                              Corporation 1997 Stock Option Plan

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

(1)   Incorporated by reference to exhibit filed with the Company's  Annual
Report on Form 10-K for the fiscal year ended December 31, 1996, 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
---------------------------    Chairman of the Board
James W. Meadlock              (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

         99.1           Intergraph Corporation 1997 Stock
                        Option Plan(1)

         99.2           Amendment Number One to the Intergraph
                        Corporation 1997 Stock Option Plan

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

(1)   Incorporated  by reference to exhibit filed with the  Company's  Annual
Report  on  Form 10-K for the fiscal year ended December 31, 1996, under  the
Securities Exchange Act of 1934, File No. 0-9722.