As filed with the Securities and Exchange Commission on January 10, 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 Issuer as Specified in Its Charter)

           DELAWARE                          63-0573222
   (State of Incorporation)       (IRS Employer Identification No.)
                
                   One Madison Industrial Park
                 Huntsville, Alabama  35894-0001
            (Address of Principal Executive Offices)
                                                    
                  -----------------------------

                     INTERGRAPH CORPORATION
    ASSUMPTION OF OPTIONS UNDER INTERCAP GRAPHICS SYSTEMS, INC.
                     1989 STOCK OPTION PLAN
                               and
             1994 NONQUALIFIED STOCK OPTION PROGRAM
                    (Full Title of the Plan)

                        John W. Wilhoite
                         Vice President
                     Intergraph Corporation
                   One Madison Industrial Park
                 Huntsville, Alabama  35894-0001
             (Name and Address of Agent for Service)

                         (205) 730-2000
  (Telephone Number, including area code, of Agent for Service)
                                                    
                 -------------------------------

                 CALCULATION OF REGISTRATION FEE
                                                                 
===============================================================================

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

Common Stock
(par value $.10   148,718         $9.625         $1,431,410.75        $493.59
per share)

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

(1)  Pursuant to Rule 457, the offering price is estimated solely for the
     purpose of determining the registration fee and is based on the average
     of the bid and asked prices of the Common Stock on January 4, 1995.
                                                                            
===============================================================================


                                  PART I

                             EXPLANATORY NOTE
                             ----------------

          This Registration Statement relates to the offering by Intergraph
Corporation (the "Company") of a maximum of 148,718 shares of common stock,
$.10 par value, of the Company ("Company Common Stock") to holders of options
("Options") originally granted by Intercap Graphics Systems, Inc. ("Intercap")
to purchase shares of Intercap common stock, $.01 par value ("Intercap Common
Stock"), pursuant to Intercap's 1989 Stock Option Plan and its 1994
Nonqualified Stock Option Program (the "Intercap Plans").

          Pursuant to an Agreement and Plan of Reorganization, dated as of
September 30, 1994, as amended, among the Company, Intergraph DC Corporation
- - Subsidiary 7, a wholly owned subsidiary of the Company ("Intergraph Sub"),
and Intercap, Intergraph Sub will be merged with and into Intercap, and
Intercap will survive as a wholly owned subsidiary of the Company (the
"Merger").  At the effective time of the Merger, the Company will assume all
of the then outstanding Options granted under the Intercap Plans, and Company
Common Stock will be substituted for the Intercap Common Stock previously
covered by the assumed options. 

          A prospectus meeting the requirements of Part I of Form S-8 and
containing the statement required by Item 2 of Form S-8 has been prepared.  
Such prospectus is not included in this Registration Statement but will be
delivered to all participants in the Plan pursuant to Rule 428(b)(1) under
the Securities Act of 1933, as amended.


                             PART II

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

Item 3. Incorporation of Documents by Reference.

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

          (1)  The Company's Annual Report on Form 10-K for the year ended
               December 31, 1993, as amended by the Form 10-K/A Amendment No. 1
               filed by the Company on December 1, 1994 and the Form 10-K/A
               Amendment No. 2 filed by the Company on December 9, 1994;

          (2)  The Company's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 1994, filed May 12, 1994, as amended by the
               Form 10-Q/A Amendment No. 1 filed by the Company on December 1,
               1994 and the Form 10-Q/A Amendment No. 2 filed by the Company
               on December 9, 1994;

          (3)  The Company's Quarterly Report on Form 10-Q for the quarter
               ended June 30, 1994, filed August 11, 1994 as amended by the
               Form 10-Q/A Amendment No. 1 filed by the Company on December 1,
               1994;

          (4)  The Company's Quarterly Report on Form 10-Q for the quarter
               ended September 30, 1994, filed October 26, 1994;

          (5)  The description of the Company's Common Stock contained in
               Intergraph's Form 8-A Registration Statement filed on May 1,
               1981, as amended by the Form 8 filed by the Company on
               July 23, 1986;

          (6)  The Company's Current Report on Form 8-K filed August 25, 1993;
               and

          (7)  The Company's definitive Proxy Statement for the Annual Meeting
               of Stockholders held May 12, 1994.

          Each document or report subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date hereof and prior to the termination of the offering of the
Company Stock shall be deemed to be incorporated by reference herein and to be
a part hereof from the date of filing of such document.

          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. Interest of Named Experts and Counsel.

          Not applicable.

Item 6. Indemnification of Directors and Officers.

          Article VIII(d) 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 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 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 also authorizes the Company to advance litigation expenses
to an officer or director prior to the final disposition of the action.  The
making of such advance is conditioned upon the officer or director giving the
Company an undertaking to repay the amount advanced if indemnification is
ultimately deemed unavailable.  If indemnification or advancement of expenses
is authorized, it will not exclude any rights to indemnification or advancement
of expenses which a director, officer, employee, or agent may have under a
by-law, agreement, board or shareholder resolution, or otherwise.  The
indemnification or advancement of expenses provided by Article IX will continue
as to a person who ceases to be a director, officer, employee, or agent, and
inures to the benefit of his heirs, executors, and administrators.

          Section 145 of the Delaware General Corporation Law permits
indemnification by the Company of any director, officer, employee or agent of
the Company or person who is serving or was serving at the Company's request as
a director, officer, employee or agent of another corporation or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement, actually and reasonably incurred by him in
connection with the defense of any threatened, pending or completed action
(whether civil, criminal, administrative or investigative), to which he is or
may be a party by reason of having been such director, officer, employee or
agent, provided that he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, and,
with respect to any criminal action or proceeding, he had no reasonable cause
to believe his conduct was unlawful.  The Company also has the power under
Section 145 to indemnify the persons identified above from threatened, pending
or completed actions or suits by or in the right of the Company to procure a
judgment in its favor by reason of the fact that such person was a director,
officer, employee or agent of the Company or is or was serving at the request
of the Company as a director, officer, employee or agent of another corporation
or enterprise against expenses actually and reasonably incurred by him in
connection with the defense or settlement of the action if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interest of the Company, except that no indemnification can be made with
regard to any claim, issue or matter as to which the person has been adjudged
to be liable for negligence or misconduct in the performance of his duty to the
Company unless and only to the extent that the Delaware Court of Chancery or
the court in which the action was brought determines that the person was fairly
and reasonably entitled to indemnity.  Any indemnification (unless ordered by a
court) must be made by the Company only as authorized in the specific case upon
a determination that indemnification of the person is proper under the
circumstances because he has met the applicable standards of conduct. 
The determination must be made by the Board of Directors by a majority vote of
a quorum consisting of directors who are not parties to the action, or if a
quorum is not obtainable or, even if obtainable, a quorum of disinterested
directors so directs, by independent counsel in a written opinion, or by the
stockholders.  The Company may pay the expenses of an action in advance of
final disposition if authorized by the Board of Directors in a specific case
upon receipt of an undertaking by the person to be indemnified to repay any
such advances unless it shall ultimately be determined that such person is
entitled to be indemnified by the Company as authorized by law.

          Article IX of the registrant's Bylaws provides for indemnification of
the registrant's directors, officers, employees or agents to the extent
permitted by Section 145 of the Delaware General Corporation Law.  Article IX
of the registrant's Bylaws further provides that the registrant may purchase
and maintain insurance on behalf of those persons described above as eligible
for indemnification for liability arising out of such person's duties or status
with the registrant whether or not indemnification in respect of such liability
would be permissible.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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
Company 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.


Item 7.Exemption from Registration Claimed.

          Not applicable.


Item 8.Exhibits.

          The following exhibits are filed herewith or incorporated by
reference herein as part of this Registration Statement:

Sequential                              Description
- ----------   ------------------------------------------------------------------
Exhibit
- -------

3(a)         Certificate of Incorporation of the Company (Incorporated by
             reference to exhibits filed with the Company's Quarterly Report on
             Form 10-Q for the quarter ended June 30, 1984, File No. 0-9722).

3(b)         Certificate of Amendment to Certificate of Incorporation of the
             Company (Incorporated by reference to exhibits filed with the
             Company's Quarterly Report on Form 10-Q for the quarter ended
             March 31, 1987, File No. 0-9722).

3(c)         Bylaws of the Company (Restated as of August 11, 1993)
             (Incorporated by reference to exhibits filed with the Company's
             Quarterly Report on Form 10-Q for the quarter ended June 30, 1993,
             File No. 0-9722).

4(a)         Agreement and Plan of Reorganization, dated as of September 30,
             1994, between the Company, Intergraph DC Corporation - Subsidiary
             7 ("Intergraph Sub"), and InterCAP Graphics Systems, Inc.
             ("InterCAP") (Incorporated by reference to exhibits filed with the
             Company's Registration Statement on Form S-4, Registration No.
             33-85740, filed on October 28, 1994, File No. 0-9722).

4(b)         Amendment No. 1 to Agreement and Plan of Reorganization, dated as
             of December 7, 1994, between the Company, Intergraph Sub and
             InterCAP (Incorporated by reference to exhibits filed with
             Pre-Effective Amendment No. 3 to the Company's Registration
             Statement on Form S-4, Registration No. 33-85740, filed on
             December 8, 1994, File No. 0-9722).

4(c)         Intercap Graphics Systems, Inc. 1989 Stock Option Plan.

4(d)         Intercap Graphics Systems, Inc. 1994 Nonqualified Stock Option
             Program.

4(e)         Shareholder Rights Plan, dated August 25, 1993 (Incorporated by
             reference to exhibits filed with the Company's Current Report on
             Form 8-K dated August 25, 1993, File No. 0-9722).

5            Opinion and Consent of B. Judson Hennington III as to the validity
             of the shares of the Company's Common Stock.

23(a)        Consent of B. Judson Hennington III (included in the opinion in
             Exhibit 5).

23(b)        Consent of Ernst & Young LLP.

Item 9. Undertakings.

          a.   The undersigned registrant hereby undertakes:

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

               (2)  That, for the purpose of determining any liability under
the Securities Act 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.

          b.   The undersigned registrant hereby undertakes 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 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.

          c.   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
January 9, 1995.


                              INTERGRAPH CORPORATION


                              By:                                
                                   ------------------------------------
                                   James W. Meadlock
                                   Chairman and Chief Executive Officer



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


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

/s/ James W. Meadlock        Chairman of the Board, Chief      January 9, 1995
- ---------------------------  Executive Officer and Director
James W. Meadlock            (Principal Executive Officer)


/s/ Larry J. Laster          Executive Vice President, Chief   January 9, 1995
- ---------------------------  Financial Officer and Director
Larry J. Laster              (Principal Financial Officer)


/s/ Roland E. Brown          Director                          January 9, 1995
- --------------------------
Roland E. Brown

/s/ Nancy B. Meadlock        Executive Vice President and      January 9, 1995
- --------------------------   Director
Nancy B. Meadlock


/s/ Keith H. Schonrock, Jr.  Director                          January 9, 1995
- ---------------------------
Keith H. Schonrock, Jr.


/s/ James F. Taylor, Jr.     Director                          January 9, 1995
- --------------------------
James F. Taylor, Jr.


/s/ Robert E. Thurber       Executive Vice President and       January 9, 1995
- --------------------------  Director
Robert E. Thurber


/s/ John W. Wilhoite        Vice President and Controller      January 9, 1995
- --------------------------  (Principal Accounting Officer)
John W. Wilhoite




                           INDEX TO EXHIBITS


Sequential
Exhibit                         Description                         Page Number
- ----------  ------------------------------------------------------  -----------

3(a)        Certificate of Incorporation of the Company (Incorporated
            by reference to exhibits filed with the Company's
            Quarterly Report on Form 10-Q for the quarter ended June
            30, 1984, File No. 0-9722).

3(b)        Certificate of Amendment to Certificate of Incorporation
            of the Company (Incorporated by reference to exhibits
            filed with the Company's Quarterly Report on Form 10-Q for
            the quarter ended March 31, 1987, File No. 0-9722).

3(c)        Bylaws of the Company (Restated as of August 11, 1993)
            (Incorporated by reference to exhibits filed with the
            Company's Quarterly Report on Form 10-Q for the quarter
            ended June 30, 1993, File No. 0-9722).

4(a)        Agreement and Plan of Reorganization, dated as of
            September 30, 1994, between the Company, Intergraph DC
            Corporation - Subsidiary 7 ("Intergraph Sub"), and
            InterCAP Graphics Systems, Inc. ("InterCAP") (Incorporated by
            reference to exhibits filed with the Company's
            Registration Statement on Form S-4, Registration No.
            33-85740, filed on October 28, 1994, File No. 0-9722).

4(b)        Amendment No. 1 to Agreement and Plan of Reorganization, dated as
            of December 7, 1994, between the Company, Intergraph Sub and
            InterCAP (Incorporated by reference to exhibits filed with
            Pre-Effective Amendment No. 3 to the Company's Registration
            Statement on Form S-4, Registration No. 33-85740, filed on 
            December 8, 1994, File No. 0-9722).
            
4(c)        Intercap Graphics Systems, Inc. 1989 Stock Option Plan.

4(d)        Intercap Graphics Systems, Inc. 1994 Nonqualified Stock
            Option Program.

4(e)        Shareholder Rights Plan, dated August 25, 1993
            (Incorporated by reference to exhibits filed with the
            Company's Current Report on Form 8-K dated August 25,
            1993, File No. 0-9722).

5           Opinion and Consent of B. Judson Hennington III as to
            the validity of the shares of the Company's Common Stock.

23(a)       Consent of B. Judson Hennington III (included in the
            opinion in Exhibit 5).

23(b)       Consent of Ernst & Young LLP.
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As filed with the Securities and Exchange Commission on January 10, 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 Issuer as Specified in Its Charter)

           DELAWARE                          63-0573222
   (State of Incorporation)       (IRS Employer Identification No.)
                
                   One Madison Industrial Park
                 Huntsville, Alabama  35894-0001
            (Address of Principal Executive Offices)
                                                    
                  -----------------------------

                     INTERGRAPH CORPORATION
    ASSUMPTION OF OPTIONS UNDER INTERCAP GRAPHICS SYSTEMS, INC.
                     1989 STOCK OPTION PLAN
                               and
             1994 NONQUALIFIED STOCK OPTION PROGRAM
                    (Full Title of the Plan)

                        John W. Wilhoite
                         Vice President
                     Intergraph Corporation
                   One Madison Industrial Park
                 Huntsville, Alabama  35894-0001
             (Name and Address of Agent for Service)

                         (205) 730-2000
  (Telephone Number, including area code, of Agent for Service)
                                                    
                 -------------------------------

                 CALCULATION OF REGISTRATION FEE
                                                                 
===============================================================================

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

Common Stock
(par value $.10   148,718         $9.625         $1,431,410.75        $493.59
per share)

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

(1)  Pursuant to Rule 457, the offering price is estimated solely for the
     purpose of determining the registration fee and is based on the average
     of the bid and asked prices of the Common Stock on January 4, 1995.
                                                                            
===============================================================================

                                  PART I

                             EXPLANATORY NOTE
                             ----------------

          This Registration Statement relates to the offering by Intergraph
Corporation (the "Company") of a maximum of 148,718 shares of common stock,
$.10 par value, of the Company ("Company Common Stock") to holders of options
("Options") originally granted by Intercap Graphics Systems, Inc. ("Intercap")
to purchase shares of Intercap common stock, $.01 par value ("Intercap Common
Stock"), pursuant to Intercap's 1989 Stock Option Plan and its 1994
Nonqualified Stock Option Program (the "Intercap Plans").

          Pursuant to an Agreement and Plan of Reorganization, dated as of
September 30, 1994, as amended, among the Company, Intergraph DC Corporation
- - Subsidiary 7, a wholly owned subsidiary of the Company ("Intergraph Sub"),
and Intercap, Intergraph Sub will be merged with and into Intercap, and
Intercap will survive as a wholly owned subsidiary of the Company (the
"Merger").  At the effective time of the Merger, the Company will assume all
of the then outstanding Options granted under the Intercap Plans, and Company
Common Stock will be substituted for the Intercap Common Stock previously
covered by the assumed options. 

          A prospectus meeting the requirements of Part I of Form S-8 and
containing the statement required by Item 2 of Form S-8 has been prepared.  
Such prospectus is not included in this Registration Statement but will be
delivered to all participants in the Plan pursuant to Rule 428(b)(1) under
the Securities Act of 1933, as amended.

                             PART II

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

Item 3. Incorporation of Documents by Reference.

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

          (1)  The Company's Annual Report on Form 10-K for the year ended
               December 31, 1993, as amended by the Form 10-K/A Amendment No. 1
               filed by the Company on December 1, 1994 and the Form 10-K/A
               Amendment No. 2 filed by the Company on December 9, 1994;

          (2)  The Company's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 1994, filed May 12, 1994, as amended by the
               Form 10-Q/A Amendment No. 1 filed by the Company on December 1,
               1994 and the Form 10-Q/A Amendment No. 2 filed by the Company
               on December 9, 1994;

          (3)  The Company's Quarterly Report on Form 10-Q for the quarter
               ended June 30, 1994, filed August 11, 1994 as amended by the
               Form 10-Q/A Amendment No. 1 filed by the Company on December 1,
               1994;

          (4)  The Company's Quarterly Report on Form 10-Q for the quarter
               ended September 30, 1994, filed October 26, 1994;

          (5)  The description of the Company's Common Stock contained in
               Intergraph's Form 8-A Registration Statement filed on May 1,
               1981, as amended by the Form 8 filed by the Company on
               July 23, 1986;

          (6)  The Company's Current Report on Form 8-K filed August 25, 1993;
               and

          (7)  The Company's definitive Proxy Statement for the Annual Meeting
               of Stockholders held May 12, 1994.

          Each document or report subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date hereof and prior to the termination of the offering of the
Company Stock shall be deemed to be incorporated by reference herein and to be
a part hereof from the date of filing of such document.

          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. Interest of Named Experts and Counsel.

          Not applicable.

Item 6. Indemnification of Directors and Officers.

          Article VIII(d) 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 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 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 also authorizes the Company to advance litigation expenses
to an officer or director prior to the final disposition of the action.  The
making of such advance is conditioned upon the officer or director giving the
Company an undertaking to repay the amount advanced if indemnification is
ultimately deemed unavailable.  If indemnification or advancement of expenses
is authorized, it will not exclude any rights to indemnification or advancement
of expenses which a director, officer, employee, or agent may have under a
by-law, agreement, board or shareholder resolution, or otherwise.  The
indemnification or advancement of expenses provided by Article IX will continue
as to a person who ceases to be a director, officer, employee, or agent, and
inures to the benefit of his heirs, executors, and administrators.

          Section 145 of the Delaware General Corporation Law permits
indemnification by the Company of any director, officer, employee or agent of
the Company or person who is serving or was serving at the Company's request as
a director, officer, employee or agent of another corporation or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement, actually and reasonably incurred by him in
connection with the defense of any threatened, pending or completed action
(whether civil, criminal, administrative or investigative), to which he is or
may be a party by reason of having been such director, officer, employee or
agent, provided that he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, and,
with respect to any criminal action or proceeding, he had no reasonable cause
to believe his conduct was unlawful.  The Company also has the power under
Section 145 to indemnify the persons identified above from threatened, pending
or completed actions or suits by or in the right of the Company to procure a
judgment in its favor by reason of the fact that such person was a director,
officer, employee or agent of the Company or is or was serving at the request
of the Company as a director, officer, employee or agent of another corporation
or enterprise against expenses actually and reasonably incurred by him in
connection with the defense or settlement of the action if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interest of the Company, except that no indemnification can be made with
regard to any claim, issue or matter as to which the person has been adjudged
to be liable for negligence or misconduct in the performance of his duty to the
Company unless and only to the extent that the Delaware Court of Chancery or
the court in which the action was brought determines that the person was fairly
and reasonably entitled to indemnity.  Any indemnification (unless ordered by a
court) must be made by the Company only as authorized in the specific case upon
a determination that indemnification of the person is proper under the
circumstances because he has met the applicable standards of conduct. 
The determination must be made by the Board of Directors by a majority vote of
a quorum consisting of directors who are not parties to the action, or if a
quorum is not obtainable or, even if obtainable, a quorum of disinterested
directors so directs, by independent counsel in a written opinion, or by the
stockholders.  The Company may pay the expenses of an action in advance of
final disposition if authorized by the Board of Directors in a specific case
upon receipt of an undertaking by the person to be indemnified to repay any
such advances unless it shall ultimately be determined that such person is
entitled to be indemnified by the Company as authorized by law.

          Article IX of the registrant's Bylaws provides for indemnification of
the registrant's directors, officers, employees or agents to the extent
permitted by Section 145 of the Delaware General Corporation Law.  Article IX
of the registrant's Bylaws further provides that the registrant may purchase
and maintain insurance on behalf of those persons described above as eligible
for indemnification for liability arising out of such person's duties or status
with the registrant whether or not indemnification in respect of such liability
would be permissible.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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
Company 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.

Item 7.Exemption from Registration Claimed.

          Not applicable.

Item 8.Exhibits.

          The following exhibits are filed herewith or incorporated by
reference herein as part of this Registration Statement:

Sequential                              Description
- ----------   ------------------------------------------------------------------
Exhibit
- -------

3(a)         Certificate of Incorporation of the Company (Incorporated by
             reference to exhibits filed with the Company's Quarterly Report on
             Form 10-Q for the quarter ended June 30, 1984, File No. 0-9722).

3(b)         Certificate of Amendment to Certificate of Incorporation of the
             Company (Incorporated by reference to exhibits filed with the
             Company's Quarterly Report on Form 10-Q for the quarter ended
             March 31, 1987, File No. 0-9722).

3(c)         Bylaws of the Company (Restated as of August 11, 1993)
             (Incorporated by reference to exhibits filed with the Company's
             Quarterly Report on Form 10-Q for the quarter ended June 30, 1993,
             File No. 0-9722).

4(a)         Agreement and Plan of Reorganization, dated as of September 30,
             1994, between the Company, Intergraph DC Corporation - Subsidiary
             7 ("Intergraph Sub"), and InterCAP Graphics Systems, Inc.
             ("InterCAP") (Incorporated by reference to exhibits filed with the
             Company's Registration Statement on Form S-4, Registration No.
             33-85740, filed on October 28, 1994, File No. 0-9722).

4(b)         Amendment No. 1 to Agreement and Plan of Reorganization, dated as
             of December 7, 1994, between the Company, Intergraph Sub and
             InterCAP (Incorporated by reference to exhibits filed with
             Pre-Effective Amendment No. 3 to the Company's Registration
             Statement on Form S-4, Registration No. 33-85740, filed on
             December 8, 1994, File No. 0-9722).

4(c)         Intercap Graphics Systems, Inc. 1989 Stock Option Plan.

4(d)         Intercap Graphics Systems, Inc. 1994 Nonqualified Stock Option
             Program.

4(e)         Shareholder Rights Plan, dated August 25, 1993 (Incorporated by
             reference to exhibits filed with the Company's Current Report on
             Form 8-K dated August 25, 1993, File No. 0-9722).

5            Opinion and Consent of B. Judson Hennington III as to the validity
             of the shares of the Company's Common Stock.

23(a)        Consent of B. Judson Hennington III (included in the opinion in
             Exhibit 5).

23(b)        Consent of Ernst & Young LLP.

Item 9. Undertakings.

          a.   The undersigned registrant hereby undertakes:

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

               (2)  That, for the purpose of determining any liability under
the Securities Act 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.

          b.   The undersigned registrant hereby undertakes 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 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.

          c.   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
January 9, 1995.

                              INTERGRAPH CORPORATION

                              By:                                
                                   ------------------------------------
                                   James W. Meadlock
                                   Chairman and Chief Executive Officer

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

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

/s/ James W. Meadlock        Chairman of the Board, Chief      January 9, 1995
- ---------------------------  Executive Officer and Director
James W. Meadlock            (Principal Executive Officer)

/s/ Larry J. Laster          Executive Vice President, Chief   January 9, 1995
- ---------------------------  Financial Officer and Director
Larry J. Laster              (Principal Financial Officer)

/s/ Roland E. Brown          Director                          January 9, 1995
- --------------------------
Roland E. Brown

/s/ Nancy B. Meadlock        Executive Vice President and      January 9, 1995
- --------------------------   Director
Nancy B. Meadlock

/s/ Keith H. Schonrock, Jr.  Director                          January 9, 1995
- ---------------------------
Keith H. Schonrock, Jr.

/s/ James F. Taylor, Jr.     Director                          January 9, 1995
- --------------------------
James F. Taylor, Jr.

/s/ Robert E. Thurber       Executive Vice President and       January 9, 1995
- --------------------------  Director
Robert E. Thurber

/s/ John W. Wilhoite        Vice President and Controller      January 9, 1995
- --------------------------  (Principal Accounting Officer)
John W. Wilhoite

                           INDEX TO EXHIBITS

Sequential
Exhibit                         Description                         Page Number
- ----------  ------------------------------------------------------  -----------

3(a)        Certificate of Incorporation of the Company (Incorporated
            by reference to exhibits filed with the Company's
            Quarterly Report on Form 10-Q for the quarter ended June
            30, 1984, File No. 0-9722).

3(b)        Certificate of Amendment to Certificate of Incorporation
            of the Company (Incorporated by reference to exhibits
            filed with the Company's Quarterly Report on Form 10-Q for
            the quarter ended March 31, 1987, File No. 0-9722).

3(c)        Bylaws of the Company (Restated as of August 11, 1993)
            (Incorporated by reference to exhibits filed with the
            Company's Quarterly Report on Form 10-Q for the quarter
            ended June 30, 1993, File No. 0-9722).

4(a)        Agreement and Plan of Reorganization, dated as of
            September 30, 1994, between the Company, Intergraph DC
            Corporation - Subsidiary 7 ("Intergraph Sub"), and
            InterCAP Graphics Systems, Inc. ("InterCAP") (Incorporated by
            reference to exhibits filed with the Company's
            Registration Statement on Form S-4, Registration No.
            33-85740, filed on October 28, 1994, File No. 0-9722).

4(b)        Amendment No. 1 to Agreement and Plan of Reorganization, dated as
            of December 7, 1994, between the Company, Intergraph Sub and
            InterCAP (Incorporated by reference to exhibits filed with
            Pre-Effective Amendment No. 3 to the Company's Registration
            Statement on Form S-4, Registration No. 33-85740, filed on 
            December 8, 1994, File No. 0-9722).
            
4(c)        Intercap Graphics Systems, Inc. 1989 Stock Option Plan.

4(d)        Intercap Graphics Systems, Inc. 1994 Nonqualified Stock
            Option Program.

4(e)        Shareholder Rights Plan, dated August 25, 1993
            (Incorporated by reference to exhibits filed with the
            Company's Current Report on Form 8-K dated August 25,
            1993, File No. 0-9722).

5           Opinion and Consent of B. Judson Hennington III as to
            the validity of the shares of the Company's Common Stock.

23(a)       Consent of B. Judson Hennington III (included in the
            opinion in Exhibit 5).

23(b)       Consent of Ernst & Young LLP.