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       (IRS Employer Identification No.)
 incorporation or organization)


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



     2000 Intergraph Corporation Employee Stock Purchase 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      3,000,000   $6.875          $20,625,000        $5,445
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 $6.875 per share, the average of the high and low price
of  a  share  of common stock on June 22, 2000, as reported on  the  Nasdaq
Stock Market.


                                  PART I

             INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

      This  Registration Statement relates to the registration of 3,000,000
shares  of  $.10  par  value  common stock of Intergraph  Corporation  (the
"Common  Stock")  to  be  sold pursuant to the exercise  of  stock  options
granted  to employees of Intergraph Corporation (the "Company")  under  the
2000 Intergraph Corporation Employee Stock Purchase Plan (the "Plan").

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 employees 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  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 by the  Company  with  the
Commission  are  hereby incorporated by reference as  of  their  respective
dates and made a part hereof:

1)    The Company's Annual Report on Form 10-K, as amended, for  the  year
ended  December 31, 1999; and the Company's Quarterly Report on  Form  10-Q
for the quarter ended March 31, 2000.

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.

      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  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
respective dates of filing 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 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 Side 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
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 it  turns  out
that  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 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 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  indem-
nification  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
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  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 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             2000 Intergraph Corporation Employee Stock Purchase
                      Plan (1)

_______________
(1)   Incorporated by reference to exhibit filed with the Company's Proxy
Statement for the May 18, 2000 Annual Meeting of Shareholders, 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 27th day of June, 2000.

                                   INTERGRAPH CORPORATION



                                   By: /s/ James F. Taylor, Jr.
                                      -------------------------
                                       James F. Taylor, Jr.
                                       Chief Executive Officer

      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 F. Taylor, Jr.  Chief Executive Officer            June 27, 2000
------------------------- (Principal Executive Officer)
James F. Taylor, Jr.


/s/ James W. Meadlock     Chairman of the Board              June 27, 2000
-------------------------
James W. Meadlock

/s/ Robert E. Thurber     Executive Vice President and       June 27, 2000
------------------------- Director
Robert E. Thurber

                          Director                           June 27, 2000
-------------------------
Larry J. Laster

/s/ Thomas J. Lee         Director                           June 27, 2000
-------------------------
Thomas J. Lee

                          Director                           June 27, 2000
-------------------------
Sidney L. McDonald

/s/ Lawrence R. Greenwood Director                           June 27, 2000
-------------------------
Lawrence R. Greenwood

                          Director                           June 27, 2000
-------------------------
Joseph C. Moquin

/s/ John W. Wilhoite      Executive Vice President           June 27, 2000
------------------------- and Chief Financial Officer
John W. Wilhoite          (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           2000 Intergraph Corporation Employee Stock Purchase
                     Plan (1)

_______________
(1)  Incorporated  by  reference to exhibit filed with the Company's Proxy
Statement for the May 18, 2000 Annual Meeting of Shareholders, under the
Securities Exchange Act of  1934, File No. 0-9722.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 20371}]
{"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": "333-40300", "film-number": "663344"}, "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 Registrant as specified in its charter)

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

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

     2000 Intergraph Corporation Employee Stock Purchase 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      3,000,000   $6.875          $20,625,000        $5,445
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 $6.875 per share, the average of the high and low price
of  a  share  of common stock on June 22, 2000, as reported on  the  Nasdaq
Stock Market.

                                  PART I

             INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

      This  Registration Statement relates to the registration of 3,000,000
shares  of  $.10  par  value  common stock of Intergraph  Corporation  (the
"Common  Stock")  to  be  sold pursuant to the exercise  of  stock  options
granted  to employees of Intergraph Corporation (the "Company")  under  the
2000 Intergraph Corporation Employee Stock Purchase Plan (the "Plan").

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 employees 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  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 by the  Company  with  the
Commission  are  hereby incorporated by reference as  of  their  respective
dates and made a part hereof:

1)    The Company's Annual Report on Form 10-K, as amended, for  the  year
ended  December 31, 1999; and the Company's Quarterly Report on  Form  10-Q
for the quarter ended March 31, 2000.

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.

      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  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
respective dates of filing 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 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 Side 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
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 it  turns  out
that  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 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 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  indem-
nification  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
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  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 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             2000 Intergraph Corporation Employee Stock Purchase
                      Plan (1)

_______________
(1)   Incorporated by reference to exhibit filed with the Company's Proxy
Statement for the May 18, 2000 Annual Meeting of Shareholders, 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 27th day of June, 2000.

                                   INTERGRAPH CORPORATION

                                   By: /s/ James F. Taylor, Jr.
                                      -------------------------
                                       James F. Taylor, Jr.
                                       Chief Executive Officer

      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 F. Taylor, Jr.  Chief Executive Officer            June 27, 2000
------------------------- (Principal Executive Officer)
James F. Taylor, Jr.

/s/ James W. Meadlock     Chairman of the Board              June 27, 2000
-------------------------
James W. Meadlock

/s/ Robert E. Thurber     Executive Vice President and       June 27, 2000
------------------------- Director
Robert E. Thurber

                          Director                           June 27, 2000
-------------------------
Larry J. Laster

/s/ Thomas J. Lee         Director                           June 27, 2000
-------------------------
Thomas J. Lee

                          Director                           June 27, 2000
-------------------------
Sidney L. McDonald

/s/ Lawrence R. Greenwood Director                           June 27, 2000
-------------------------
Lawrence R. Greenwood

                          Director                           June 27, 2000
-------------------------
Joseph C. Moquin

/s/ John W. Wilhoite      Executive Vice President           June 27, 2000
------------------------- and Chief Financial Officer
John W. Wilhoite          (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           2000 Intergraph Corporation Employee Stock Purchase
                     Plan (1)

_______________
(1)  Incorporated  by  reference to exhibit filed with the Company's Proxy
Statement for the May 18, 2000 Annual Meeting of Shareholders, under the
Securities Exchange Act of  1934, File No. 0-9722.