- -------------------------------------------------------------------------------
                                        
                                        
              As Filed With the Securities and Exchange Commission
                                on May 26, 1995
                                        
                           Registration No. 33-__________
                                        
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                        
                                    FORM S-8
                                        
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                        
                             INTERGRAPH CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)
                                        
                     DELAWARE                     63-0573222
             ----------------------             --------------
       (State or other jurisdiction of  (I.R.S. employer identification No.)
        incorporation or organization)

              INTERGRAPH CORPORATION
               HUNTSVILLE, ALABAMA                  35894-0001
            -------------------------             --------------
     (Address of principal executive offices)       (Zip Code)


            1995 INTERGRAPH CORPORATION EMPLOYEE STOCK PURCHASE PLAN
           -----------------------------------------------------------
                              (Full title of plan)
                                        
                                        
                    JOHN W. WILHOITE, INTERGRAPH CORPORATION
                        HUNTSVILLE, ALABAMA  35894-0001
               --------------------------------------------------
                     (Name and address of agent for service)
                                        
                                        
                                (205) 730-2637
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


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

                                   Copies to:

          John R. Wynn                     B. Judson Hennington III
     Lanier Ford Shaver & Payne, P.C.      Intergraph Corporation
    200 West Court Square, Suite 5000    Huntsville, Alabama  35894-0001
      Huntsville, Alabama  35801

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


- -------------------------------------------------------------------------------
                                   PROPOSED       PROPOSED
 TITLE OF                          MAXIMUM        MAXIMUM
SECURITIES       AMOUNT            OFFERING      AGGREGATE    AMOUNT OF
  TO BE          TO BE              PRICE         OFFERING   REGISTRATION
REGISTERED     REGISTERED       PER SHARE (1)    PRICE (1)       FEE

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

Common Stock,   3,200,000 shares   $ 12.5625   $ 40,200,000   $ 13,862.07
$.10 par value



(1) This calculation, which is made solely for the purpose of determining the
    amount of the registration fee, is made pursuant to Rule 457 and is based 
    on a price of $12.5625 per share, the average of the bid and asked price of
    a share of common stock on May 19, 1995, as reported on the NASDAQ Stock
    Market.


===============================================================================


                                        
                                        
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                        

ITEM 1.  PLAN INFORMATION.

   This Registration Statement relates to the registration of 3,200,000 shares
of $.10 par value common stock ("Common Stock") of Intergraph Corporation (the
"Company"), to be sold to employees of the Company pursuant to the 1995
Intergraph Corporation Employee Stock Purchase Plan (the "Plan").  Documents
containing the information specified in Part I of Form S-8 promulgated by the
Securities and Exchange Commission (the "Commission") will be sent or given to
employees as specified by Commission Rule 428(b)(1).


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

   See 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, 1994.

       (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
           March 31, 1995.

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

       (4) The Company's Current Report on Form 8-K filed August 25, 1993.


   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 of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

   Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

   The legality of the issuance of the Common Stock 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 consolidated financial statements of Intergraph Corporation, 
incorporated by reference in the Company's Annual Report (Form 10-K) for the 
year ended December 31, 1994, have been audited by Ernst & Young LLP, 
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference.  Such consolidated financial statements are, 
and audited financial statements to be included in subsequently filed documents
will be,  incorporated herein in reliance upon the reports of Ernst & Young LLP
pertaining to such financial statements (to the extent covered by consents 
filed with the Securities and Exchange Commission) given upon the authority of 
such firm as experts in accounting and auditing.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   The Certificate of Incorporation of the Company permits indemnification of
directors and officers to the full extent permitted by the Delaware General
Corporation Law.

   The Certificate of Incorporation of the Company provides that a director of
the Company shall not be liable to the Company or its stockholders for monetary
damages for a breach of his or her fiduciary duty, other than:  (a) a breach 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
prior to adoption of the foregoing provisions of the Certificate of
Incorporation are not covered by the provision.

   The Certificate of Incorporation of the Company also authorizes the Company
to indemnify an officer, director, employee, or agent of the Company (in each
case, an "Indemnified Party") for any expense, liability, or loss incurred in
connection with any action, suit, or proceeding to which an Indemnified Party 
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 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.  The Certificate of 
Incorporation 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 advances is conditioned upon the officer or director giving the Company
an undertaking to repay the amount advanced if it turns out that 
indemnification is not available.  If indemnification or advancement of 
expenses is authorized, it will not exclude any rights to indemnification or 
advancement of expenses which a director, officer, employee, or agent may have 
under a by-law, agreement, board or shareholder resolution, or otherwise.  The 
indemnification or advancement of expenses provided by the Certificate of 
Incorporation will continue as to a person who ceases to be a director, 
officer, employee or agent, and inures to the benefit of his heirs, executors 
and administrators.

   Section 145 of the Delaware General Corporation Law permits indemnification
by the Company of any director, officer, employee or agent of the Company or
person who is serving or was serving at the Company's request as a director,
officer, employee or agent of another company or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him in connection with the
defense of any threatened, pending or completed action (whether civil, 
criminal, administrative or investigative), to which he is or may be a party by
reason of having been such director, officer, employee or agent, provided that 
he acted in good faith and in a manner he reasonably believed to be in or not 
opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding had no reasonable cause to believe his conduct was 
unlawful.  The Company also has the power under Section 145 to indemnify 
persons set forth above from threatened, pending or completed actions or suits 
by or in the right of the Company to procure a judgment in its favor by reason 
of the fact that such person was a director, officer, employee or agent of the 
Company or is or was serving at the request of the Company as a director, 
officer, employee or agent of another company or enterprise against expenses 
actually and reasonably incurred by him in connection with the defense or 
settlement of the action if he acted in good faith and in a manner he 
reasonably believed to be in or not opposed to the best interests of the 
Company, except that no indemnification can be made with regard to any claim, 
issue or matter as to which the person has been adjudged to be liable 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 a majority vote of the directors who are not 
parties to such action, suit or proceeding, even though less than a quorum, or 
if there are no such directors, or if such directors so direct, 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.

   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.  The Company's Bylaws and Section 145 
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 Delaware Chancery Court is vested with exclusive jurisdiction to hear 
and determine actions for indemnification, and may summarily determine the 
Company's obligation to advance expenses (including attorneys' fees).


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

   Not applicable.


ITEM 8.  EXHIBITS.


   EXHIBIT NUMBER                     DESCRIPTION
- -------------------    --------------------------------------------------------

      4(a)                    The description of the Company's Common Stock is
                              incorporated by reference to the Form 8-A
                              Registration Statement filed by the Company on 
                              May 1, 1981, as amended by the Form 8 filed by 
                              the Company on July 23, 1986.

      4(b)                    The Company's Shareholders' Rights Plan is
                              incorporated by reference to the Current Report 
                              on Form 8-K filed by the Company on August 25, 
                              1993.

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

      23(a)                   Consent of Ernst & Young LLP

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

      99                      The 1995 Intergraph Corporation Employee Stock
                              Purchase Plan, incorporated by reference to 
                              Exhibit A to the Company's
                              Proxy Statement dated May 18, 1995.





ITEM 9.  UNDERTAKINGS.

   The Company hereby undertakes:

   (1) To file, during any period in which offers or sales are being made, a 
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed 
in the registration statement or any material change to such information in the
registration statement.

   (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

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

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

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

                                        
                                        
                                   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 26th day 
of May, 1995.


                            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 Exchange Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

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


/s/ James W. Meadlock      Chief Executive Officer and      May 26, 1995
- -----------------------    Chairman of the Board            -------------
 James W. Meadlock       



                           Director               
- -----------------------                                     ------------- 
 Roland E. Brown


/s/ Larry J. Laster        Executive Vice President, Chief  May 26, 1995
- -----------------------    Financial Officer and Director   -------------
 Larry J. Laster           



                           Executive Vice President and 
- -----------------------    Director                         -------------
 Nancy B. Meadlock



                           Director                 
- -----------------------                                     ------------- 
 Keith H. Schonrock, Jr.


/s/ James F. Taylor, Jr.   Executive Vice President and     May 26, 1995 
- -----------------------    Director                         -------------
 James F. Taylor, Jr.


/s/ Robert E. Thurber      Executive Vice President and     May 26, 1995
- -----------------------    Director                         -------------
 Robert E. Thurber


                           Vice President and Controller
- -----------------------    (Principal Accounting Officer)   -------------
  John W. Wilhoite        
                                        
                                        

                                  EXHIBIT INDEX
                                        


 EXHIBIT                                                        SEQUENTIALLY
 NUMBER               DESCRIPTION                               NUMBERED PAGE
- ----------     -----------------------------------------        --------------


4(a)           The description of the Company's Common Stock is
               incorporated by reference to the Form 8-A Registration
               Statement filed by the Company on May 1, 1981, as
               amended by the Form 8 filed by the Company on July 23,
               1986.

4(b)           The Company's Shareholders' Rights Plan is incorporated
               by reference to the Current Report on Form 8-K filed
               by the Company on August 25, 1993.

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

23(a)          Consent of Ernst & Young LLP

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

99             The 1995 Intergraph Corporation Employee Stock Purchase
               Plan, incorporated by reference to Exhibit A to the Company's
               Proxy Statement dated May 18, 1995.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22123}]
{"company-data": {"conformed-name": "INTERGRAPH CORP", "cik": "0000351145", "assigned-sic": "3575", "irs-number": "630573222", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59621", "film-number": "95542564"}, "business-address": {"street1": "THIGPEN HQ011 #9384", "city": "HUNTSVILLE", "state": "AL", "zip": "35894-0001", "phone": "2057302000"}}
- -------------------------------------------------------------------------------
                                        
                                        
              As Filed With the Securities and Exchange Commission
                                on May 26, 1995
                                        
                           Registration No. 33-__________
                                        
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                        
                                    FORM S-8
                                        
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                        
                             INTERGRAPH CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)
                                        
                     DELAWARE                     63-0573222
             ----------------------             --------------
       (State or other jurisdiction of  (I.R.S. employer identification No.)
        incorporation or organization)

              INTERGRAPH CORPORATION
               HUNTSVILLE, ALABAMA                  35894-0001
            -------------------------             --------------
     (Address of principal executive offices)       (Zip Code)

            1995 INTERGRAPH CORPORATION EMPLOYEE STOCK PURCHASE PLAN
           -----------------------------------------------------------
                              (Full title of plan)
                                        
                                        
                    JOHN W. WILHOITE, INTERGRAPH CORPORATION
                        HUNTSVILLE, ALABAMA  35894-0001
               --------------------------------------------------
                     (Name and address of agent for service)
                                        
                                        
                                (205) 730-2637
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

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

                                   Copies to:

          John R. Wynn                     B. Judson Hennington III
     Lanier Ford Shaver & Payne, P.C.      Intergraph Corporation
    200 West Court Square, Suite 5000    Huntsville, Alabama  35894-0001
      Huntsville, Alabama  35801

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

- -------------------------------------------------------------------------------
                                   PROPOSED       PROPOSED
 TITLE OF                          MAXIMUM        MAXIMUM
SECURITIES       AMOUNT            OFFERING      AGGREGATE    AMOUNT OF
  TO BE          TO BE              PRICE         OFFERING   REGISTRATION
REGISTERED     REGISTERED       PER SHARE (1)    PRICE (1)       FEE

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

Common Stock,   3,200,000 shares   $ 12.5625   $ 40,200,000   $ 13,862.07
$.10 par value

(1) This calculation, which is made solely for the purpose of determining the
    amount of the registration fee, is made pursuant to Rule 457 and is based 
    on a price of $12.5625 per share, the average of the bid and asked price of
    a share of common stock on May 19, 1995, as reported on the NASDAQ Stock
    Market.

===============================================================================

                                        
                                        
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                        

ITEM 1.  PLAN INFORMATION.

   This Registration Statement relates to the registration of 3,200,000 shares
of $.10 par value common stock ("Common Stock") of Intergraph Corporation (the
"Company"), to be sold to employees of the Company pursuant to the 1995
Intergraph Corporation Employee Stock Purchase Plan (the "Plan").  Documents
containing the information specified in Part I of Form S-8 promulgated by the
Securities and Exchange Commission (the "Commission") will be sent or given to
employees as specified by Commission Rule 428(b)(1).

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

   See 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, 1994.

       (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
           March 31, 1995.

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

       (4) The Company's Current Report on Form 8-K filed August 25, 1993.

   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 of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

   Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

   The legality of the issuance of the Common Stock 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 consolidated financial statements of Intergraph Corporation, 
incorporated by reference in the Company's Annual Report (Form 10-K) for the 
year ended December 31, 1994, have been audited by Ernst & Young LLP, 
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference.  Such consolidated financial statements are, 
and audited financial statements to be included in subsequently filed documents
will be,  incorporated herein in reliance upon the reports of Ernst & Young LLP
pertaining to such financial statements (to the extent covered by consents 
filed with the Securities and Exchange Commission) given upon the authority of 
such firm as experts in accounting and auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   The Certificate of Incorporation of the Company permits indemnification of
directors and officers to the full extent permitted by the Delaware General
Corporation Law.

   The Certificate of Incorporation of the Company provides that a director of
the Company shall not be liable to the Company or its stockholders for monetary
damages for a breach of his or her fiduciary duty, other than:  (a) a breach 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
prior to adoption of the foregoing provisions of the Certificate of
Incorporation are not covered by the provision.

   The Certificate of Incorporation of the Company also authorizes the Company
to indemnify an officer, director, employee, or agent of the Company (in each
case, an "Indemnified Party") for any expense, liability, or loss incurred in
connection with any action, suit, or proceeding to which an Indemnified Party 
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 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.  The Certificate of 
Incorporation 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 advances is conditioned upon the officer or director giving the Company
an undertaking to repay the amount advanced if it turns out that 
indemnification is not available.  If indemnification or advancement of 
expenses is authorized, it will not exclude any rights to indemnification or 
advancement of expenses which a director, officer, employee, or agent may have 
under a by-law, agreement, board or shareholder resolution, or otherwise.  The 
indemnification or advancement of expenses provided by the Certificate of 
Incorporation will continue as to a person who ceases to be a director, 
officer, employee or agent, and inures to the benefit of his heirs, executors 
and administrators.

   Section 145 of the Delaware General Corporation Law permits indemnification
by the Company of any director, officer, employee or agent of the Company or
person who is serving or was serving at the Company's request as a director,
officer, employee or agent of another company or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him in connection with the
defense of any threatened, pending or completed action (whether civil, 
criminal, administrative or investigative), to which he is or may be a party by
reason of having been such director, officer, employee or agent, provided that 
he acted in good faith and in a manner he reasonably believed to be in or not 
opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding had no reasonable cause to believe his conduct was 
unlawful.  The Company also has the power under Section 145 to indemnify 
persons set forth above from threatened, pending or completed actions or suits 
by or in the right of the Company to procure a judgment in its favor by reason 
of the fact that such person was a director, officer, employee or agent of the 
Company or is or was serving at the request of the Company as a director, 
officer, employee or agent of another company or enterprise against expenses 
actually and reasonably incurred by him in connection with the defense or 
settlement of the action if he acted in good faith and in a manner he 
reasonably believed to be in or not opposed to the best interests of the 
Company, except that no indemnification can be made with regard to any claim, 
issue or matter as to which the person has been adjudged to be liable 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 a majority vote of the directors who are not 
parties to such action, suit or proceeding, even though less than a quorum, or 
if there are no such directors, or if such directors so direct, 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.

   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.  The Company's Bylaws and Section 145 
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 Delaware Chancery Court is vested with exclusive jurisdiction to hear 
and determine actions for indemnification, and may summarily determine the 
Company's obligation to advance expenses (including attorneys' fees).

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

   Not applicable.

ITEM 8.  EXHIBITS.

   EXHIBIT NUMBER                     DESCRIPTION
- -------------------    --------------------------------------------------------

      4(a)                    The description of the Company's Common Stock is
                              incorporated by reference to the Form 8-A
                              Registration Statement filed by the Company on 
                              May 1, 1981, as amended by the Form 8 filed by 
                              the Company on July 23, 1986.

      4(b)                    The Company's Shareholders' Rights Plan is
                              incorporated by reference to the Current Report 
                              on Form 8-K filed by the Company on August 25, 
                              1993.

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

      23(a)                   Consent of Ernst & Young LLP

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

      99                      The 1995 Intergraph Corporation Employee Stock
                              Purchase Plan, incorporated by reference to 
                              Exhibit A to the Company's
                              Proxy Statement dated May 18, 1995.

ITEM 9.  UNDERTAKINGS.

   The Company hereby undertakes:

   (1) To file, during any period in which offers or sales are being made, a 
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed 
in the registration statement or any material change to such information in the
registration statement.

   (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

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

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

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

                                        
                                        
                                   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 26th day 
of May, 1995.

                            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 Exchange Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

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

/s/ James W. Meadlock      Chief Executive Officer and      May 26, 1995
- -----------------------    Chairman of the Board            -------------
 James W. Meadlock       

                           Director               
- -----------------------                                     ------------- 
 Roland E. Brown

/s/ Larry J. Laster        Executive Vice President, Chief  May 26, 1995
- -----------------------    Financial Officer and Director   -------------
 Larry J. Laster           

                           Executive Vice President and 
- -----------------------    Director                         -------------
 Nancy B. Meadlock

                           Director                 
- -----------------------                                     ------------- 
 Keith H. Schonrock, Jr.

/s/ James F. Taylor, Jr.   Executive Vice President and     May 26, 1995 
- -----------------------    Director                         -------------
 James F. Taylor, Jr.

/s/ Robert E. Thurber      Executive Vice President and     May 26, 1995
- -----------------------    Director                         -------------
 Robert E. Thurber

                           Vice President and Controller
- -----------------------    (Principal Accounting Officer)   -------------
  John W. Wilhoite        
                                        
                                        

                                  EXHIBIT INDEX
                                        

 EXHIBIT                                                        SEQUENTIALLY
 NUMBER               DESCRIPTION                               NUMBERED PAGE
- ----------     -----------------------------------------        --------------

4(a)           The description of the Company's Common Stock is
               incorporated by reference to the Form 8-A Registration
               Statement filed by the Company on May 1, 1981, as
               amended by the Form 8 filed by the Company on July 23,
               1986.

4(b)           The Company's Shareholders' Rights Plan is incorporated
               by reference to the Current Report on Form 8-K filed
               by the Company on August 25, 1993.

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

23(a)          Consent of Ernst & Young LLP

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

99             The 1995 Intergraph Corporation Employee Stock Purchase
               Plan, incorporated by reference to Exhibit A to the Company's
               Proxy Statement dated May 18, 1995.