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

                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM 10-Q


          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended June 30, 2001

                                   OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934

                For the transition period from          to


                      Commission file number 0-9722


                           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)

                             (256) 730-2000
                           ------------------
                           (Telephone Number)


Indicate  by  check mark whether the registrant (1) has  filed  all
reports  required  to  be  filed by Section  13  or  15(d)  of  the
Securities Exchange Act of 1934 during the preceding 12 months  (or
for  such shorter period that the registrant was required  to  file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.   YES   X    NO
                             ---       ---

       Common stock, par value  $.10 per share: 49,797,237 shares
                     outstanding as of June 30, 2001

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



                         INTERGRAPH CORPORATION
                               FORM 10-Q*
                             June 30, 2001

                                 INDEX


                                                                       Page No.
                                                                       --------
PART I.   FINANCIAL INFORMATION
          ---------------------

  Item 1.  Financial Statements
           --------------------

           Consolidated Balance Sheets at June 30, 2001 and
              December 31, 2000                                            2

           Consolidated Statements of Operations for the quarters
              and six months ended June 30, 2001 and 2000                  3

           Consolidated Statements of Cash Flows for the six months
              ended June 30, 2001 and 2000                                 4

           Notes to Consolidated Financial Statements                    5 - 11

  Item 2.  Management's Discussion and Analysis of Financial Condition
           -----------------------------------------------------------
	   and Results of Operations                                    12 - 22
           -------------------------
  Item 3.  Quantitative and Qualitative Disclosures About Market Risk      23
           ----------------------------------------------------------


PART II.  OTHER INFORMATION
          -----------------

  Item 1.  Legal Proceedings                                               24
           -----------------

  Item 4.  Submission of Matters to a Vote of Security Holders             25
           ---------------------------------------------------

  Item 6.  Exhibits and Reports on Form 8-K                                25
           ---------------------------------

SIGNATURES                                                                 26




*  Information contained in this Form 10-Q includes statements that are
forward looking as  defined  in  Section 21E of the Securities Exchange
Act of 1934. Actual  results may differ materially from those projected
in the forward looking statements.  Information concerning factors that
could cause actual results to  differ  materially  from  those  in  the
forward looking  statements  is described in the Company's filings with
the Securities  and  Exchange  Commission, including  its  most  recent
Annual  Report  on  Form  10-K, its  Form  10-Q  for  the quarter ended
March 31, 2001, and this Form 10-Q.

PART I.   FINANCIAL INFORMATION
          ---------------------

	     INTERGRAPH CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS
                            (Unaudited)

--------------------------------------------------------------------------------
	                                           June 30,      December 31,
        	                                     2001            2000
--------------------------------------------------------------------------------
(In thousands except share and per share amounts)

Assets
  Cash and cash equivalents                      $  95,939        $ 119,848
  Accounts receivable, net                         177,297          178,862
  Inventories                                       23,516           25,290
  Other current assets                              41,300           53,475
--------------------------------------------------------------------------------
      Total current assets                         338,052          377,475
  Investments in affiliates                         21,915           14,262
  Capitalized software development costs            23,341           23,871
  Other assets                                      40,459           42,971
  Property, plant, and equipment, net               54,043           56,329
--------------------------------------------------------------------------------
      Total Assets                               $ 477,810        $ 514,908
================================================================================

Liabilities and Shareholders' Equity
  Trade accounts payable                         $  28,870        $  35,224
  Accrued compensation                              31,223           33,257
  Other accrued expenses                            52,146           61,591
  Billings in excess of sales                       40,908           46,603
  Income taxes payable                               9,465           10,984
  Short-term debt and current maturities             3,654            5,765
    of long-term debt
--------------------------------------------------------------------------------
      Total current liabilities                    166,266          193,424
--------------------------------------------------------------------------------
  Deferred income taxes                              6,631            6,604
  Long-term debt                                    12,198           25,265
  Other noncurrent liabilities                       3,040            4,612
--------------------------------------------------------------------------------
      Total noncurrent liabilities                  21,869           36,481
--------------------------------------------------------------------------------
  Minority interest in consolidated subsidiaries     7,663            7,003
--------------------------------------------------------------------------------
  Shareholders' equity:
   Common stock, par value $.10 per share -
     100,000,000 shares authorized;
     57,361,362 shares issued                        5,736            5,736
   Additional paid-in capital                      212,254          214,079
   Retained earnings                               195,123          188,326
   Accumulated other comprehensive income (loss)  ( 20,769)        ( 15,931)
--------------------------------------------------------------------------------
                                                   392,344          392,210
   Less - cost of 7,564,125 treasury shares at
     June 30, 2001 and 7,836,452 treasury shares
     at December 31, 2000                         (110,332)        (114,210)
--------------------------------------------------------------------------------
      Total shareholders' equity                   282,012          278,000
--------------------------------------------------------------------------------
      Total Liabilities and Shareholders' Equity $ 477,810        $ 514,908
================================================================================

The accompanying notes are an integral part of these consolidated
financial statements.


                    INTERGRAPH CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Unaudited)

--------------------------------------------------------------------------------
                                       Quarter Ended        Six Months Ended
                                          June 30,              June 30,
                                       2001      2000       2001       2000
--------------------------------------------------------------------------------
(In thousands except per share amounts)

Revenues
 Systems                            $ 72,405  $123,242    $154,588   $257,580
 Maintenance                          30,497    41,505      64,715     83,813
 Services                             24,889    23,234      52,610     45,993
--------------------------------------------------------------------------------
  Total revenues                     127,791   187,981     271,913    387,386
--------------------------------------------------------------------------------
Cost of revenues
 Systems                              33,331    76,456      78,193    162,547
 Maintenance                          17,218    22,493      36,598     45,090
 Services                             19,280    20,025      40,751     38,514
--------------------------------------------------------------------------------
  Total cost of revenues              69,829   118,974     155,542    246,151
--------------------------------------------------------------------------------

  Gross profit                        57,962    69,007     116,371    141,235

Product development                   13,983    16,002      27,088     29,963
Sales and marketing                   25,636    31,866      47,821     64,803
General and administrative            16,962    23,867      37,568     48,839
Reorganization charges (credit)          ---       ---      (  384)       ---
--------------------------------------------------------------------------------

  Income (loss) from operations        1,381    (2,728)      4,278     (2,370)

Gains on sales of assets                 ---     3,533       4,831      7,166
Interest expense                      (  582)   (1,112)     (1,143)    (2,288)
Other income (expense) - net           3,127    (  537)      3,491     (  102)
--------------------------------------------------------------------------------

  Income (loss) before income taxes
   and minority interest               3,926    (  844)     11,457      2,406

Income tax expense                    (1,600)   (2,500)     (4,000)    (3,900)
--------------------------------------------------------------------------------

  Income (loss) before
   minority interest                   2,326    (3,344)      7,457     (1,494)

Minority interest in earnings of
  consolidated subsidiaries           (  496)   (  318)     (  660)    (1,143)
--------------------------------------------------------------------------------

   Net income (loss)                $  1,830  $ (3,662)   $  6,797   $ (2,637)
================================================================================

   Net income (loss) per share
    - basic 		            $    .04  $ (  .07)   $    .14   $ (  .05)
   Net income (loss) per share
    - diluted                       $    .04  $ (  .07)   $    .13   $ (  .05)
================================================================================

Weighted average shares outstanding -
     Basic                            49,638    49,330      49,641     49,292
     Diluted                          52,018    49,330      51,577     49,292
================================================================================

The accompanying notes are an integral part of these consolidated
financial statements.

                   INTERGRAPH CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)

--------------------------------------------------------------------------------
Six Months Ended June 30,                                  2001          2000
--------------------------------------------------------------------------------
(In thousands)

Cash Provided By (Used For):
Operating Activities:
  Net income (loss)                                     $  6,797      $( 2,637)
  Adjustments to reconcile net income (loss) to net cash
   provided by (used for) operating activities:
    Depreciation                                           5,640         8,083
    Amortization                                           6,961        11,079
    Gains on sales of capital assets                     ( 4,831)      ( 7,166)
    Net changes in current assets and liabilities        (16,275)        7,673
--------------------------------------------------------------------------------
    Net cash provided by (used for) operating activities ( 1,708)       17,032
--------------------------------------------------------------------------------

Investing Activities:
  Net proceeds from sales of assets                        1,534        16,667
  Purchases of property, plant, and equipment            ( 4,196)      ( 4,171)
  Capitalized software development costs                 ( 1,687)      ( 8,520)
  Business acquisition, net of cash acquired             ( 3,002)      ( 1,051)
  Other                                                  (    36)      (   989)
--------------------------------------------------------------------------------
    Net cash provided by (used for) investing activities ( 7,387)        1,936
--------------------------------------------------------------------------------

Financing Activities:
  Debt repayment                                         (14,692)      (13,016)
  Proceeds of employee stock purchases and exercise of
   stock options                                           2,053           885
--------------------------------------------------------------------------------
    Net cash used for financing activities               (12,639)      (12,131)
--------------------------------------------------------------------------------
Effect of exchange rate changes on cash                  ( 2,175)      ( 2,806)
--------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents     (23,909)        4,031
Cash and cash equivalents at beginning of period         119,848        88,513
--------------------------------------------------------------------------------
Cash and cash equivalents at end of period              $ 95,939      $ 92,544
================================================================================

The accompanying notes are an integral part of these consolidated
financial statements.

                INTERGRAPH CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:  In  the  opinion of management, the accompanying  unaudited
         consolidated  financial statements contain all  adjustments
         (consisting  of  normal recurring items)  necessary  for  a
         fair  presentation  of  results  for  the  interim  periods
         presented.

         Certain  reclassifications have been made to the previously
         reported  consolidated statements of  operations  and  cash
         flows  for the quarter and six months ended June  30,  2000
         to   provide   comparability  with   the   current   period
         presentation.

NOTE 2:  Litigation.   As further described in the Company's  Annual
         Report  on Form 10-K for its year ended December  31,  2000
         and  its  Form 10-Q for the quarter ended March  31,  2001,
         the  Company  continues its ongoing litigation  with  Intel
         Corporation.  See Management's Discussion and  Analysis  of
         Financial Condition and Results of Operations in this  Form
         10-Q   for  a  discussion  of  developments  during  second
         quarter 2001.

NOTE 3:  Inventories  are  stated at the lower of  average  cost  or
         market and are summarized as follows:

         ------------------------------------------------------------
                                      June 30,         December 31,
                                        2001               2000
         ------------------------------------------------------------
         (In thousands)

         Raw materials               $  3,597           $  6,124
         Work-in-process                3,386              3,850
         Finished goods                 9,828              6,077
         Service spares                 6,705              9,239
         ------------------------------------------------------------
         Totals                      $ 23,516           $ 25,290
         ============================================================

         The  decline in the Company's inventories from the  December
         31,  2000  level is due primarily to sales of its remaining
         hardware inventories. Inventories on hand at June 30,  2001
         and  December  31,  2000  relate  primarily  to  continuing
         specialized  hardware assembly activity  in  the  Company's
         Intergraph  Government Solutions and Z/I  Imaging  business
         segments  and  to  the  Company's continuing  warranty  and
         maintenance  obligations  on computer  hardware  previously
         sold.    Amounts   reflected  as   work-in-process   relate
         primarily  to  sales  contracts  accounted  for  under  the
         percentage-of-completion method.

NOTE 4:  Property,  plant,  and equipment - net includes  allowances
         for  depreciation of $149,578,000 and $165,437,000 at  June
         30, 2001 and December 31, 2000, respectively.

NOTE 5:  Reorganization  charges (credit).  During the  three  years
         ended  December  31, 2000, the Company implemented  various
         reorganization actions in an effort to restore the  Company
         to  profitability.   For  a complete  discussion,  see  the
         Company's  Annual Report on Form 10-K for  the  year  ended
         December  31,  2000.  For a discussion of cash  outlays  in
         second  quarter  and first half 2001 and  2000  related  to
         these  actions  and other factors affecting  the  Company's
         severance   liabilities,   see   "Reorganization    Charges
         (Credit)" included in Management's Discussion and  Analysis
         of  Financial Condition and Results of Operations  in  this
         Form 10-Q.

NOTE 6:  Gains  on  sales of assets. During the first half  of  2001
         and  2000,  the Company recognized gains of $4,831,000  and
         $7,166,000,  respectively, from sales  of  various non-core
         divisions,  product  lines, and real  estate.   During  the
         second  quarter  of 2000, the Company recognized  gains  of
         $3,533,000  from  sales  of real  estate.  For  a  complete
         discussion,  see  "Gains on Sales of  Assets"  included  in
         Management's   Discussion   and   Analysis   of   Financial
         Condition and Results of Operations in this Form 10-Q.

NOTE 7:  As  part  of  the proceeds of the April 1999  sale  of  its
         InterCAP  subsidiary,  the Company  received  a  $5,797,000
         convertible  subordinated debenture from  Micrografx,  Inc.
         which  would  come  due  on  March  31,  2002.   (See   the
         Company's  Annual Report on Form 10-K for  the  year  ended
         December  31, 2000 for a summary of the conversion features
         of  the  debenture.)  In fourth quarter 2000,  the  Company
         recorded  a  $5,000,000 write-down of  the  value  of  this
         debenture    due   to   the   financial   and   operational
         difficulties  currently  being experienced  by  Micrografx.
         The  Company wrote off the remaining value of the debenture
         in  the  first  quarter of 2001, to reflect the  continuing
         financial  and  operational difficulties being  experienced
         by   Micrografx.   The  first  quarter  2001  write-off  of
         $797,000 is included in "Other income (expense) -  net"  in
         the  Company's first half 2001  consolidated  statement  of
         operations.    The  Company's  recorded   value   for   the
         debenture  at  December  31, 2000  is  included  in  "Other
         assets" in the Company's consolidated balance sheet  as  of
         that date.

         On  July 16, 2001, Corel  Corporation (Corel),  an  Ottawa,
         Canada-based  software company, announced its intention  to
         purchase   Micrografx.   In  order   to   facilitate   this
         purchase,  the Company has agreed to accept $3.79  million,
         plus  accrued  interest,  for complete  settlement  of  its
         convertible  subordinated debenture.   This  settlement  is
         contingent  upon  applicable regulatory approvals  and  the
         closure  of  the  Corel purchase of Micrografx,  which  are
         expected to occur by late September of 2001.

NOTE 8:  Basic  income  (loss)  per  share  is  computed  using  the
         weighted  average  number  of  common  shares  outstanding.
         Diluted  income  (loss)  per share is  computed  using  the
         weighted  average  number of common and  equivalent  common
         shares   outstanding.   Employee  stock  options  are   the
         Company's only common stock equivalent and are included  in
         the calculation only if dilutive.

NOTE 9:  Comprehensive income (loss) includes net income  (loss)  as
         well  as all other non-owner changes in equity.  In  second
         quarter  2001,  the  Company's comprehensive  loss  totaled
         $166,000,  compared to a comprehensive loss  of  $4,108,000
         in  second quarter 2000.  These comprehensive loss  amounts
         differ  from  net  income due to negative foreign  currency
         translation   adjustments  totaling  $931,000   in   second
         quarter   2001   and  $446,000  in  second  quarter   2000,
         resulting  primarily from strengthening of the U.S.  dollar
         with  respect to the Company's net assets in  Europe.   The
         second  quarter of 2001 comprehensive loss also included  a
         $1,065,000 unrealized holding loss on the Company's  common
         stock  holdings of 3Dlabs, Inc. Ltd.  In the first half  of
         2001,    the   Company's   comprehensive   income   totaled
         $1,959,000, compared to a comprehensive loss of  $5,051,000
         in  the  first  half  of  2000.  These  comprehensive  loss
         amounts  differ from net income due primarily  to  negative
         foreign    currency   translation   adjustments    totaling
         $3,205,000 in the first half of 2001 and $2,414,000 in  the
         first  half of 2000, resulting primarily from strengthening
         of  the  U.S.  dollar  with respect to  the  Company's  net
         assets  in  Europe.   The first half of 2001  comprehensive
         loss also included a $1,633,000 unrealized holding loss  on
         the  Company's common stock holdings of 3Dlabs,  Inc.  Ltd.
         (See  "Gains  on Sales of Assets" included in  Management's
         Discussion and Analysis of Financial Condition and  Results
         of Operations in this Form 10-Q.)


NOTE 10: Supplementary cash flow information is  summarized  as
         follows:

         Changes  in  current  assets and liabilities,  net  of  the
         effects  of  business  acquisitions  and  divestitures,  in
         reconciling net income to net cash provided by  (used  for)
         operations are as follows:
         ------------------------------------------------------------------

                                    Cash Provided By (Used For) Operations
         Six Months Ended June 30,            2001              2000
         ------------------------------------------------------------------
         (In thousands)

         (Increase) decrease in:
           Accounts receivable, net         $( 3,131)          $ 35,732
           Inventories                           459              4,232
           Other current assets                4,113              4,469
         Increase (decrease) in:
           Trade accounts payable            ( 5,844)           (14,321)
           Accrued  compensation  and
            other  accrued  expenses         ( 8,712)           (12,715)
           Income taxes payable                  917                472
           Billings in excess of sales       ( 4,077)           (10,196)
         -----------------------------------------------------------------
         Net changes in current assets
          and liabilities                   $(16,275)          $  7,673
         =================================================================

         Significant  noncash  investing and financing  transactions
         in  first half of 2001 included the receipt of common stock
         with  a  value  of approximately $10,000,000 as  additional
         consideration  for  the  third quarter  2000  sale  of  the
         Company's  Intense3D graphics accelerator  division  and  a
         $4,300,000  increase  to  a note receivable  as  additional
         consideration  for  the fourth  quarter 2000  sale  of  its
         civil,  plotting, and raster product lines. For a  complete
         discussion  of these transactions, see "Gains on  Sales  of
         Assets"  included in Management's Discussion  and  Analysis
         of  Financial Condition and Results of Operations  in  this
         Form  10-Q.  Investing and financing transactions in  first
         half  of  2000  that  did  not require  cash  included  the
         termination  of a long-term lease on one of  the  Company's
         facilities.   The  Company accounted for this  lease  as  a
         financing,   and  upon  termination,  long-term   debt   of
         $8,300,000   and   property,  plant,   and   equipment   of
         $6,500,000  were removed from the Company's  books.   There
         were   no   significant  noncash  investing  or   financing
         transactions in the second quarter of either 2001 or 2000.


NOTE 11: Business   Acquisitions.  In  January  1999,  the   Company
         acquired PID, an Israeli software development company,  for
         $5,655,000.   At  closing, the Company paid  $2,180,000  in
         cash,  with  the  remainder  due  in  varying  installments
         through   February  2002.   The  Company  made  installment
         payments  totaling $1,051,000 in both first  half  of  2001
         and  first  half of 2000.  These payments are reflected  in
         "Business   acquisitions"  in  the  Company's  consolidated
         statements  of  cash flows.  The accounts  and  results  of
         operations  of  PID have been combined with  those  of  the
         Company's  Process and Building Solutions ("PBS")  business
         segment  since the date of acquisition using  the  purchase
         method  of  accounting.  This acquisition  has  not  had  a
         material effect on the Company's results of operations.

         In  January 2001, the Company acquired the MARIAN materials
         management  business  unit from debis  Systemhaus  Industry
         GmbH  of  Germany  for  a  purchase  price  consisting   of
         2,000,000  Euros  paid at closing and  additional  payments
         due  March 1, 2002 and 2003 to be calculated as 15% of  the
         annual  revenues  earned by the Company from  the  sale  of
         MARIAN  products  in  2001  and  2002,  respectively.   The
         Company's  payment at closing approximated  $1,819,000  and
         is  included  in "Business acquisitions" in  the  Company's
         consolidated  statement of cash flows for  the  first  half
         ended   June  30,  2001.   The  accounts  and  results   of
         operations of MARIAN have been combined with those  of  PBS
         since   the   January  1,  2001  effective  date   of   the
         acquisition using the purchase method of accounting.   This
         acquisition has not had a material effect on the  Company's
         results of operations.

NOTE 12: The year 2000 was a transitional year for the Company,
         during  which  it  focused its efforts  on  organizing  the
         Company  into six vertical business segments.  The  Company
         substantially  completed the U.S. portion of  this  process
         in  third  quarter 2000, and the international  portion  of
         this  process  was  completed in first quarter  2001.   The
         segment   presentation  below  provides  business   segment
         information  based on the Company's new business  structure
         for  the year 2001.  The Company's segment information  for
         second quarter and first half of 2000 has been restated  to
         conform to this new business structure.

         The  Company's  2001 business segments consist  of  Process
         and  Building Solutions ("PBS"), Intergraph Public  Safety,
         Inc.  ("IPS"),  Mapping and Geographic Information  Systems
         ("GIS")    Solutions,   Intergraph   Government   Solutions
         ("IGS"), Z/I Imaging Corporation ("Z/I Imaging"),  and  the
         International   Hardware  Maintenance  organization.    The
         Company's  Middle  East operations ("Mid World"),  portions
         of  which  were  sold  in  April 2001 and in July 2001, and
         the remainder  of which  is currently  held  for  sale, are
         also included as  a segment on a temporary basis. (See Note
         14.)

         The  Company's  reportable segments are strategic  business
         units that are organized by the types of products sold  and
         the   specific   markets  served.    Except   where   noted
         otherwise,  the  amounts presented below for  each  segment
         represent    the    Company's   complete    domestic    and
         international operations with respect to its business.

         PBS  supplies software and services to the process,  power,
         offshore, and marine industries.

         IPS  develops,  markets,  and implements  systems  for  the
         public safety and utilities and communications industries.

         Mapping  and GIS Solutions develops, markets, and  supports
         geospatial   solutions  for  business  GIS,  land   records
         management,  rail transportation, environmental management,
         utilities and communications companies, and commercial  map
         production.   Amounts presented below for Mapping  and  GIS
         Solutions  include the worldwide operations  for  both  the
         federal and commercial mapping organizations.

         IGS  provides  specially developed software  and  hardware,
         commercial   off-the-shelf   products,   and   professional
         services   to   federal,  state,  and   local   governments
         worldwide,  as  well as to commercial customers.  IGS  also
         includes   the  U.S.  hardware  maintenance   and   network
         services business.

         Z/I   Imaging,  a  60%-owned  subsidiary  of  the  Company,
         supplies  end-to-end photogrammetry solutions for front-end
         data   collection   to  mapping  related  and   engineering
         markets.

         The   International   Hardware   Maintenance   organization
         includes   all   of  the  Company's  hardware   maintenance
         operations   outside  the  U.S.   This   segment   receives
         intersegment  revenue from the other business segments  for
         performance  of  hardware  maintenance  services  on  their
         behalf   and   customer   revenue  for   selling   hardware
         maintenance  and other miscellaneous hardware products  and
         services directly to customers who are not associated  with
         any of the other business segments.

         Information  presented  for  Intergraph  Computer   Systems
         ("ICS")  for 2000 includes the operations of the  Company's
         hardware  division prior to its third quarter 2000 closure.
         2000  was  the  last  year for presentation  of  ICS  as  a
         business  segment.  Currently, the majority of the hardware
         sold  by  the Company is purchased by the business segments
         from  third  party vendors, and such purchases and  resales
         are   included  in  the  results  of  operations   of   the
         applicable business segments.

         Amounts   included  in  the  "Corporate"  category  consist
         primarily  of  general corporate expenses, including  legal
         fees   and   other  general  and  administrative   expenses
         remaining after charges to the business segments  based  on
         segment usage of administrative services. Also included  in
         the   "Corporate"  category  are  revenues   and   expenses
         associated  with  the  residual  effects  of  closing   the
         hardware  business  in 2000, including  management  of  the
         Company's   spare  parts  repair  depot.   The   associated
         revenues  relate primarily to the sale and repair of  spare
         parts  for the Company's installed customer base, including
         those  serviced  by  IGS  and  the  International  Hardware
         Maintenance organization.

         The  Company  evaluates  the performance  of  its  business
         segments based on revenue and income from operations.   The
         accounting   policies  of  the  reportable   segments   are
         consistent  across segments and are the same as those  used
         in  preparation of the consolidated financial statements of
         Intergraph   Corporation  (see   Note   1   of   Notes   to
         Consolidated   Financial   Statements   included   in   the
         Company's  Annual Report on Form 10-K for  the  year  ended
         December  31, 2000).  Sales between the business  segments,
         the  most significant of which are associated with hardware
         maintenance  services provided by IGS, Corporate,  and  the
         International  Hardware  Maintenance  organization  to  the
         other  business units, are accounted for under  a  transfer
         pricing  policy.  Transfer prices approximate  prices  that
         would  be  charged  for  the same or  similar  property  to
         similarly  situated unrelated buyers.   Transfer  price  is
         charged   on   all  intersegment  sales  of  products   and
         services.

         The  following  table  sets forth  revenues  and  operating
         income (loss) by business segment for the quarters and  six
         months ended June 30, 2001 and 2000.

         ------------------------------------------------------------------
                                     Quarter Ended        Six Months Ended
                                        June 30,             June 30,
                                     2001      2000      2001      2000
         ------------------------------------------------------------------
         (In thousands)

         Revenues

         PBS:
            Unaffiliated customers $ 26,445  $ 27,429  $ 55,165  $ 55,792
            Intersegment revenues     1,492     1,831     2,626     4,735
         ------------------------------------------------------------------
                                     27,937    29,260    57,791    60,527
         ------------------------------------------------------------------

	 IPS:
            Unaffiliated customers   30,001    32,062    59,707    60,670
            Intersegment revenues       119       285       116       422
         ------------------------------------------------------------------
                                     30,120    32,347    59,823    61,092
         ------------------------------------------------------------------

	 Mapping and GIS Solutions:
            Unaffiliated customers   26,263    39,710    58,835    79,429
            Intersegment revenues     2,721     1,146     4,637     3,976
         ------------------------------------------------------------------
                                     28,984    40,856    63,472    83,405
         ------------------------------------------------------------------

	 IGS:
            Unaffiliated customers   29,621    35,657    65,718    78,804
            Intersegment revenues     2,064     5,036     4,219    10,333
         ------------------------------------------------------------------
                                     31,685    40,693    69,937    89,137
         ------------------------------------------------------------------

	 Z/I Imaging:
            Unaffiliated customers    8,489     5,465    17,320    13,403
            Intersegment revenues     3,473     5,907     5,827    10,039
         ------------------------------------------------------------------
                                     11,962    11,372    23,147    23,442
         ------------------------------------------------------------------

	 International Hardware
          Maintenance:
            Unaffiliated customers    1,642     6,838     3,870    15,289
            Intersegment revenues     2,563     5,610     4,995    11,349
         ------------------------------------------------------------------
                                      4,205    12,448     8,865    26,638
         ------------------------------------------------------------------

	 Mid World:
            Unaffiliated customers    4,033     4,403     6,982    10,622
            Intersegment revenues       ---       ---       ---       ---
         ------------------------------------------------------------------
                                      4,033     4,403     6,982    10,622
         ------------------------------------------------------------------

	 ICS:
            Unaffiliated customers      ---    35,821       ---    71,434
            Intersegment revenues       ---     7,215       ---    16,688
         ------------------------------------------------------------------
                                        ---    43,036       ---    88,122
         ------------------------------------------------------------------

	 Corporate:
            Unaffiliated customers    1,297       596     4,316     1,943
            Intersegment revenues     1,283       905     2,394     4,275
         ------------------------------------------------------------------
                                      2,580     1,501     6,710     6,218
         ------------------------------------------------------------------
                                    141,506   215,916   296,727   449,203
         ------------------------------------------------------------------
         Eliminations               (13,715)  (27,935)  (24,814)  (61,817)
         ------------------------------------------------------------------
         Total revenues            $127,791  $187,981  $271,913  $387,386
         ==================================================================

         ------------------------------------------------------------------
         Operating income (loss) :

         PBS                      $  1,328  $(   160)  $  2,604  $  3,598
         IPS                         1,216       886      2,315     1,654
         Mapping and GIS Solutions     317       809      3,312     3,309
         IGS                         2,392     2,801      5,659     5,973
         Z/I Imaging                 2,192     2,481      3,792     5,218
         International Hardware
          Maintenance               (  263)      617    (   578)      440
         Mid World                  (  524)  ( 1,157)   ( 3,418)  ( 1,185)
         ICS                           ---     2,393        ---   ( 2,229)
         Corporate                  (3,763)  (11,398)   ( 7,894)  (19,148)
         Eliminations               (1,514)      ---    ( 1,514)      ---
         -----------------------------------------------------------------
         Total                    $  1,381  $( 2,728)  $  4,278  $( 2,370)
         =================================================================

         Significant  profit and loss items that were not  allocated
         to  the  segments  and not included in the  analysis  above
         include  gains  on  sales of assets of $3,533,000  for  the
         quarter  ended June 30, 2000 and gains on sales  of  assets
         of  $4,831,000 and $7,166,000 for the six months ended June
         30, 2001 and 2000, respectively.

         The  Company  does  not  evaluate performance  or  allocate
         resources  based  on  assets and,  as  such,  it  does  not
         prepare  balance  sheets for its business  segments,  other
         than those of its wholly owned subsidiaries.

NOTE 13: In  June 1998, the  Financial  Accounting  Standards  Board
         ("FASB")   issued   Statement   of   Financial   Accounting
         Standards  No.  133, Accounting for Derivative  Instruments
         and  Hedging  Activities ("SFAS 133"), requiring  companies
         to  recognize  derivatives as either assets or  liabilities
         on  the  balance  sheet and to measure the  instruments  at
         fair  value.   This  statement  became  effective  for  the
         Company  in  first  quarter  2001,  but  did  not  have   a
         significant  impact on its consolidated  operating  results
         or  financial  position.  The Company  ceased  its  hedging
         program  in  first quarter 2000 and does not currently  own
         any freestanding derivatives.

NOTE 14: Mid  World.   In  first  quarter  2001,  the  Company
         announced  its  intention to sell  its  operations  in  the
         Middle  East  and  convert them into distributorships.   In
         April  2001, the Company closed the sales of it  operations
         in  Turkey  and  Kuwait.  In July 2001,  the  Company  also
         closed  the sale of its Saudi Arabian operation.   None  of
         these  operations  were material to the  Company,  and  the
         sale  of  these operations will not have a material  impact
         on  the  Company's consolidated operating results  or  cash
         flow.   During first quarter 2001, in connection  with  its
         ongoing  efforts  to  sell  the  remainder  of  its  Middle
         Eastern   operations,  the  Company  performed  a  detailed
         review  of  all  outstanding  contracts,  commitments,  and
         receivables  in the region.  A memorandum of  understanding
         was  reached  on the anticipated completion of the  largest
         contract  in the region, resulting in charges to Mid  World
         operations  totaling  $1,629,000  in  the  first   quarter,
         including  a  $923,000  increase  to  cost  of  sales   for
         projected  cost overruns and a $706,000 charge  to  general
         and   administrative   expense  for   the   settlement   of
         outstanding receivables for the project.  The Company  does
         not  expect to incur any additional material losses as  the
         result  of  the  final sales or closures of  the  remaining
         operations, which are targeted for completion  by  the  end
         of   2001.    For  second  quarter  of  2001,  consolidated
         revenues  and  after-tax loss for the  Middle  East  region
         totaled     approximately    $4,033,000    and    $797,000,
         respectively.   For  the first half of  2001,  consolidated
         revenue  and  after-tax  loss for the  Middle  East  region
         totaled    approximately   $6,982,000    and    $3,927,000,
         respectively.   Net   assets   for   the   region   totaled
         approximately $8,500,000 at June 30, 2001.


                 INTERGRAPH CORPORATION AND SUBSIDIARIES
                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SUMMARY
-------

The  following discussion contains statements which  are  forward-
looking  as defined in Section 21E of the Securities Exchange  Act
of  1934  including,  but not limited to,  projected  revenue  and
operating  income  levels  for  the  remainder  of  2001,   market
conditions  and  their anticipated impact on the Company  and  its
vertical  business   units, expectations  regarding future results
with  respect  to  various  revenue  and expense  items as well as
significant  items which  may  affect  them over the  remainder of
2001, expectations regarding future cash flows and debt reductions,
plans   to  grow  the   Company's  services  business,  plans   to
convert  the   Company's  operations  in  the   Middle  East  into
distributorships   and  the   anticipated   timing  and  financial
statement  impact of these planned transactions, plans to sell and
lease  excess  facilities, plans  to reduce  the Company's cost of
borrowing,  information   regarding  the  development,  timing  of
introduction,  and  performance  of  new products and expectations
regarding  the  Company's various  ongoing litigation proceedings,
including that with Intel Corporation.  It is  important  to  note
that actual results may differ  materially from those projected in
these  forward-looking  statements.  Factors that  could  cause or
contribute to such differences include,  but are   not limited to,
continued  worldwide  economic  slowdown,  increased  competition,
rapid technological change,   unanticipated  changes  in  customer
requirements,  the  ability  of  the  Company  to   achieve   cost
reductions, uncertainties with respect to the Company's  installed
customer base for discontinued  hardware  products,  inability  to
protect the  Company's  intellectual property rights, inability to
access  the technology necessary to compete in the markets served,
inability to  complete certain  sales  and lease  transactions  as
planned, risks associated   with  doing  business internationally,
the ability to  obtain  the  requested  amendment to the Company's
bank  credit  facility,  uncertainties  with  respect  to  Corel's
pending  acquisition  of  Micrografx  and settlement regarding the
convertible subordinated debenture, and   risks associated    with
various ongoing  litigation   proceedings.  Additional information
concerning factors  that  could  cause  actual results  to  differ
materially  from  those  in  the   forward-looking  statements  is
contained  in  the  Company's  filings  with   the  Securities and
Exchange Commission, including its Annual Report  on Form 10-K for
the year ended December 31, 2000 and this Form 10-Q. All  forward-
looking statements  contained herein  are  based  upon information
available to the Company on the date of this Form 10-Q filing. The
Company  disclaims any  obligation  to  update  such statements as
the result of new information, future  events,  or otherwise.

Earnings.   In second quarter 2001, the Company earned net  income
of  $.04  per share on revenues of $127.8 million, compared  to  a
second quarter 2000 net loss of $.07 per share on revenues of $188
million.  Second quarter 2001 income from operations was $.03  per
share  versus a second quarter 2000 loss  from operations of  $.06
per share.  The  improvement  is  primarily the  result of  a  21%
decline  in operating  expenses.   For  the  first half  of  2001,
the  Company earned  net  income of $.14 per share  on a basic per
share  basis ($.13 per share on a fully diluted basis) on revenues
of  $271.9 million, compared  to the first half of 2000, where the
Company incurred  a  net  loss  of $.05 per share (both  basic and
fully   diluted  basis)   on   revenues  of  $387.4  million.  The
improvement  is primarily the result of a 22% decline in operating
expenses.

Remainder  of the Year.  The Company expects that the  markets  in
which  it  competes will continue to be characterized  by  intense
competition,  rapidly changing technologies, and  shorter  product
cycles.   Further  improvement in the Company's operating  results
will  depend  on further market penetration achieved  through  the
ability   to  accurately  anticipate  customer  requirements   and
technological  trends,  to  rapidly and continuously  develop  and
deliver new products that are competitively priced, offer enhanced
performance,  and meet customers' requirements for standardization
and interoperability, and will depend on the Company's ability  to
successfully implement its strategic direction, which includes the
operation and growth of independent vertical business segments.

Gains  on Sales of Assets. In the second half of 2000, the Company
sold  its  MicroStation-based  civil  engineering,  plotting,  and
raster software product lines to Bentley Systems, Inc. ("BSI") and
its  Intense3D graphics accelerator division to 3Dlabs, Inc.  Ltd.
("3Dlabs").    (See the Company's Annual Report on Form  10-K  for
the  year  ended December 31, 2000 for complete details  of  these
transactions.)   Both  of  these sales transactions  provided  for
additional consideration based on the performance of the divisions
sold.

In  first  quarter 2001, the Company reported an  additional  gain
from  the  BSI  transaction of approximately $4.3 million  as  the
initial consideration for the sale, as well as the Company's  note
receivable from BSI was increased based upon a revised calculation
of  transferred maintenance revenues for the products sold to BSI,
as  provided  for in the original sale agreement. This  additional
gain  is  included in "Gains on sales of assets" in the  Company's
first half 2001 consolidated statements of operations and  cash
flows.    The  outstanding amount of the Company's note receivable
from BSI totaled approximately $13.9 million at June 30, 2001 ($11
million at December 31, 2000), the $9.5 million noncurrent portion
of   which  is  reflected  in  "Other  assets"  in  the  Company's
consolidated  balance sheet as of that date.  The current  portion
of  the  note  receivable is reflected in "Other current  assets".
The   agreement  provides  for  additional  consideration  to   be
calculated  based  on  renewals of maintenance  contracts  through
December  1,  2001 for the products sold to BSI, although  nothing
has  been  recorded  to  date  for  the  proceeds  contingent   on
maintenance  contract renewals.  Revenues for  the  product  lines
sold  to BSI approximated $28 million and $35 million in 2000  and
1999, respectively. Under the agreement, the Company continues  to
sell  and  support  MicroStation and certain  other  BSI  products
through reseller agreements with BSI.

In  first  quarter 2001, the Company also reported a  $.6  million
additional  gain from the 3Dlabs transaction.  This gain  was  the
result  of  the final calculation and settlement of  the  earn-out
provisions  with 3Dlabs.  The total earn-out of $10 million,  $8.6
million  of  which  was accrued by the Company in  fourth  quarter
2000, was paid to the Company in first quarter 2001 in the form of
stock  of  3Dlabs, increasing the Company's ownership interest  in
3Dlabs to approximately 37%, although this interest is subject  to
a registration rights agreement and a three year irrevocable proxy
granted  to 3Dlabs.  The market value of these shares is  included
in  "Investments  in affiliates" in the Company's  June  30,  2001
consolidated  balance  sheet, along with  its  other  holdings  of
3Dlabs, and revaluation adjustments for the decline in the  market
value of the stock since the date of settlement is recorded  as  a
component of "Accumulated other comprehensive income (loss)".  The
amount accrued by the Company at December 31, 2000 with respect to
the earn-out provisions is reflected in "Other current assets"  in
its   December  31,  2000  consolidated  balance  sheet,  and  the
additional first quarter 2001 gain is included in "Gains on  sales
of  assets"  in  the  Company's six months  ended  June  30,  2001
consolidated statements of operations and cash flows.   Full  year
1999  third-party revenue for the Intense3D division  approximated
$38  million,  with operating results at an approximate  breakeven
level.   For  the  six  months ended June 30, 2000,  the  division
earned an operating income of approximately $8.5 million on  third
party revenues of $34 million.

"Gains  on sales of assets" for the first half of 2000 includes  a
$1.5  million gain on the termination of a long-term capital lease
(see  Note 10), $.5 million earned from the sale of a building  on
the Company's Huntsville, Alabama campus, $1.7 million earned from
the  sale of land in the Netherlands and $3.5 million earned  from
the sale of a building in the Netherlands.

Reorganization  Charges (Credit).  During the  three  years  ended
December  31, 2000, the Company implemented various reorganization
actions in an effort to restore the Company to profitability.  For
a complete discussion, see the Company's Annual Report on Form 10-
K  for  the  year  ended  December 31,  2000.   Cash  outlays  for
severance  related to these actions approximated $3.5  million  in
both  the first half of 2001 and 2000. Additionally, during  first
quarter    2001,    European   severance   liabilities    totaling
approximately  $.4  million were reversed  as  the  Company's  new
business  segments, in response to unanticipated attrition,  hired
or  are  rehiring some of the employees whose positions  had  been
eliminated by the 2000 reorganization plan.  In addition, a few of
the  terminated  employees left the Company  voluntarily,  further
reducing  the Company's severance requirements.  The  $.4  million
expense reversal is reflected in "Reorganization charges (credit)"
in  the  six months ended June 30, 2001 consolidated statement  of
operations.   At  June  30,  2001,  the  total  remaining  accrued
liability for severance relating to the 2000 reductions  in  force
was approximately $.1 million compared to approximately $4 million
at  December 31, 2000.  These liabilities are reflected in  "Other
accrued  expenses" in the Company's consolidated  balance  sheets.
The  related  costs are expected to be paid in third quarter  2001
and   relate  primarily  to  severance  liabilities  in   European
countries,  where  typically  several  months  are  required   for
settlement.

Severance  payments  to date have been funded from  existing  cash
balances  and  from  proceeds from sales of assets.   For  further
discussion  regarding the Company's liquidity, see "Liquidity  and
Capital Resources" following.

Litigation.   As further described in the Company's Annual  Report
on  Form  10-K for the year ended December 31, 2000,  the  Company
continues   its   ongoing  litigation  with   Intel   Corporation.
Litigation  developments  during  first  half 2001  are  discussed
below.

Intel  Litigation.  On March 1, 2001, the United States  Court  of
Appeals for the Federal Circuit (the "Appeals Court") reversed the
October  12,  1999  decision of the U.S. District  Court  for  the
Northern  District of Alabama, Northeastern Division (the "Alabama
Court"), specifically holding that Intel was never licensed to use
the  Company's Clipper patents.  On March 15, 2001, Intel filed  a
petition for rehearing with the Appeals Court, requesting that  it
reconsider  its March 1, 2001 decision.  The Appeals Court  denied
this  request  on  April 9, 2001, and mandated that  the  case  be
remanded  to  the  Alabama Court effective  April  16,  2001.  The
Company  believes that the patent license decision of the  Appeals
Court  is  well  supported by law and fact, and will  continue  to
aggressively  pursue its patent case for the payment of  royalties
by  Intel  for  their use of the Company's Clipper  technology  in
Intel's Pentium line of products.

On  July  30, 2001, the Company filed a separate lawsuit  in  U.S.
District  Court,  the  Eastern District of Texas,  charging  Intel
Corporation with infringement of two Intergraph patents pertaining
to  parallel  instruction computing (PIC). The  complaint  alleges
that   Intel's   IA-64   EPIC   (Trademark)  (explicitly  parallel
instruction  computing)  architecture, which  is at the  heart  of
Intel's new Itanium (Trademark) chip, infringes upon the Company's
two PIC patents.  The PIC  patents,  which Intergraph filed for in
1993, cover  (1) the techniques used to convey compiler-recognized
parallelism to  the hardware and (2) the novel approach to routing
instructions to any of the processing units. The  Company believes
an  evaluation of available public materials confirms that Intel's
IA-64 Itanium products, which  are just  now becoming commercially
available, infringe   upon Intergraph's patented PIC technology.

The  Company  has  other  ongoing litigation,  none  of  which  is
considered to represent a material contingency for the Company  at
this  time.  However, any unanticipated unfavorable ruling in  any
of these proceedings could have an adverse impact on the Company's
results of operations and cash flow.

ORDERS/REVENUES
---------------

Orders.   Second quarter and first half 2001 systems and  services
orders totaled $127.3 million and $208.6 million, down 27% and 34%
from the same prior periods, respectively.  U.S. and international
orders  declined by 14% and 42%, respectively, from second quarter
2000  and 23% and 45% respectively from first half 2000.  However,
U.S. and international orders increased 112% and 8% from the first
quarter 2001 level.  The decline from the prior year period,  both
in  the U.S. and internationally, is primarily attributable to the
Company's  exit  from the hardware business, though  weakness  was
noted  in  the Company's software segments as well.   The  Company
believes  the weakness in software orders is due in  part  to  the
U.S. economic slowdown and the general reluctance of companies  to
make  large  investments in software systems in the face  of  weak
markets.   Second  quarter  2001 orders  were  higher  than  first
quarter 2001 due to the signing of large contracts by the IPS  and
IGS  segments in  the U.S. and due to large IPS contracts in Asia
and Europe  in the second quarter of 2001.  International orders
have also  been  adversely affected by the strengthening  of  the
U.S. dollar,  particularly in Europe.  The Company estimates that
this strengthening of the dollar accounted for approximately 3% of
the decline in international orders from the first half of 2000
level.

Revenues.   Total revenues for second quarter 2001 and first  half
2001  were  $127.8 million and $271.9 million, respectively,  down
approximately 32% and 30% from the comparable prior year  periods.
With  respect to the prior year period, declines in the  Company's
systems and maintenance revenues as a result of the Company's exit
from  the hardware business in third quarter 2000 and as a  result
of  the  sale of the Company's civil, plotting and raster software
product  lines to BSI in December 2000 have been partially  offset
by growth in the Company's services business.

Hardware revenues no longer represent a significant portion of the
Company's   business.   For  2001  and  forward,   the   Company's
operations  have  been  segregated  into  six  vertical   business
segments   which   provide  software,  systems  integration,   and
services.  Revenues for each of these segments, as well as  second
quarter and first half of 2000 revenues for the Company's hardware
operations,  are  presented in Note 12 of  Notes  to  Consolidated
Financial  Statements contained in this Form 10-Q and a discussion
of  significant  fluctuations from the second quarter  2000  level
follows in "Results by Operating Segment".

Sales  outside  the U.S. represented approximately  46%  of  total
revenues in six months ended June 30, 2001, down from 53% for  the
comparable prior year period and 52% for the full year 2000.   The
decline  can  be primarily attributed to the Asia Pacific  region,
where hardware sales, primarily in Japan, previously represented a
significant portion of its business.  European revenues  were  27%
of  total  revenues for first half 2001, flat with the first  half
2000 and the full year 2000 level.

Systems.   Systems revenue for the second quarter and  first  half
2001 were $72.4 million and $154.6 million, respectively, down 41%
and  40% from the corresponding prior year periods.  Factors cited
previously as contributing to the decline in orders, primarily the
Company's  exit  from  hardware development, have  also  adversely
affected systems revenues.

Maintenance.  Revenues from maintenance of Company systems totaled
$30.5  million  for the second quarter and $64.7 million  for  the
first  half  2001,  down  27%  and  23%,  respectively,  from  the
comparable prior year periods.  The Company's hardware maintenance
business  continues  to decline as a result of  its  exit  of  the
hardware  business, and the Company expects this trend to continue
as its installed customer base declines.  Second quarter and first
half  of 2001 maintenance revenues were also reduced in comparison
to the prior year periods as a result of the sale of the Company's
civil,  plotting and raster software product lines, including  the
associated  maintenance contracts, to BSI in December 2000.   (See
"Gains on Sales of Assets" preceding.)

Services.  Services revenue, consisting primarily of revenues from
Company  provided training and consulting, totaled  $24.9  million
for  the  second quarter and $52.6 million for the first  half  of
2001, up  7%  and 14%, respectively, from the prior year  periods.
Services  are  becoming increasingly significant to the  Company's
business,  representing approximately 19%  of  total  revenue  for
second quarter and the first half of 2001, compared to 12% for the
same  year prior periods.  The Company is endeavoring to grow  its
services  business and is redirecting the efforts of its declining
hardware   maintenance  business  toward  information   technology
services;   however,  revenues  from  these  services  by   nature
typically  fluctuate  significantly from quarter  to  quarter  and
produce lower gross margins than systems or maintenance revenues.

GROSS MARGIN
------------

The  Company's  total  gross margin for second  quarter  2001  was
45.4%, up 8.7 points from the second quarter 2000 level.  For the
first  half  of 2001, total gross margin was 42.8%, up 6.3  points
from the first half of 2001 and the full year 2000 levels.

Systems  margin  was 54% for the second quarter of  2001,  up  8.6
points  from the first quarter level and 16 points from the second
quarter 2000 level.  First half 2001 systems margin was 49.4%,  up
12.5 points from the first half 2000 and 11.8 points from the full
year  2000.   This  upward  trend in the Company's  systems  gross
margin  is primarily the result of reduced hardware sales  due  to
the  Company's  exit from the hardware business in  third  quarter
2000.   First  half of 2001 systems margins were  also  higher  as
compared  with  the fourth quarter 2000 level as Mapping  and  GIS
Solutions' fourth quarter 2000 systems margin was reduced  due  to
costs incurred on a large contract awaiting funding from the  U.S.
government.  In first quarter 2001, funding was received for  this
contract, and the revenue associated with the fourth quarter costs
was  recognized.  See "Results By Operating Segment" following for
further  discussion of the Mapping and GIS Solutions'  results  of
operations.

In general, the Company's systems margin may be improved by higher
software  content  in  the product mix, a weaker  U.S.  dollar  in
international  markets, and a higher mix of international  systems
sales  to total systems sales.  Systems margins may be lowered  by
price competition, a higher hardware content in the product mix, a
stronger U.S. dollar in international markets, and a higher mix of
federal  government sales, which generally produce  lower  margins
than  commercial sales.  While unable to predict the effects  that
many of these factors may have on its systems margins, the Company
expects continuing pressure on its systems margin as the result of
increasing industry price competition.

Maintenance margin for the second quarter of 2001 was 43.5%,  down
2.3  points from second quarter 2001. For the first half of  2001,
maintenance margin was 43.4%, down 2.8 points from the same  prior
year period and down 1.9 points from the full year 2000 level.  As
with the Company's systems margin, fourth quarter 2000 maintenance
margin was negatively impacted, and first quarter 2001 margin  was
positively  impacted, by the delayed funding of a large government
contract.   The Company monitors its maintenance cost closely  and
has   taken   certain  measures,  including  worldwide   headcount
reductions   and  the  outsourcing  of  its  hardware  maintenance
function in Canada and parts of Europe, to align these costs  with
the  declining levels of revenue.  The Company believes  that  its
exit  from  the  hardware development business  will  continue  to
reduce  its  maintenance revenue, which will pressure  maintenance
margin in the absence of corresponding cost reductions.

Services margin for the second quarter of 2001 was 22.5%,  up  8.7
points  from  second  quarter 2000. For the first  half  of  2001,
service  margin was 22.5%, up 6.2 points from the same prior  year
period  and  up  4.1 points from the full year 2000  level.    The
margin  increase  from second quarter 2000  and  first  half  2000
corresponds directly to the increase in services revenue from  the
prior  year period.  Significant fluctuations in services revenues
and  margins  from  period  to  period  are  not  unusual  as  the
incurrence of costs on certain types of service contracts may  not
coincide  with  the recognition of revenue.  For  contracts  other
than   those  accounted  for  under  the  percentage-of-completion
method,  costs are expensed as incurred, with revenues  recognized
either at the end of the performance period or based on milestones
specified in the contract.

OPERATING EXPENSES
------------------

Operating expenses for second quarter and first half of 2001  were
$56.6  million and $112.5 million, respectively, down 21% and  22%
from  the comparable prior year periods.  In response to the level
of  its  previous  operating  losses,  the  Company  took  various
actions,  including employee terminations as well as  the  closure
and  sale of certain unprofitable and noncore business operations,
which  have  resulted in an approximate 14% reduction  in  average
employee  headcount  from  the first  half  2000  level.   Product
development  expense  was down 13% from the  second  quarter  2000
level  and  down  10%  from  first half 2000  level.   Significant
declines  in  labor  and  overhead  expenses  resulting  from  the
headcount  decline,  due in large part to  the  exit  of  hardware
development, have been partially offset by a decline  in  software
development  projects  qualifying  for  capitalization,  primarily
related   to  the  Company's  shipbuilding  efforts.   Sales   and
marketing expense was down 20% from the second quarter 2000  level
and  down 26% from first half 2000 level.  Reductions in headcount
throughout  2000  have  resulted in significant  expense  declines
worldwide.   The  Company's  sales  and  marketing  expenses   are
inherently  activity based and can be expected to  fluctuate  with
activity  levels. General and administrative expense was down  29%
from  second quarter 2000 level and down 23% from first half  2000
level.   These declines were due primarily to reductions in  legal
fees,  international headcount, and worldwide bad  debt  expenses.
Though  the Company's legal expenses are presently lower  than  in
the  prior quarters as the result of reduced activity with respect
to  the Intel lawsuit, the Company anticipates that these expenses
will continue to fluctuate with the activity level associated with
the  lawsuit. Additionally, the Company continues to experience  a
temporary   duplication   of  U.S.  administrative   expenses   in
connection  with its efforts to verticalize its business  segments
and   decentralize   portions  of  the  corporate   administrative
function.   The  expense  from this duplication  declined  in  the
second  quarter  of 2001 as compared to first quarter  and  it  is
expected to continue to decline in the second half of the year.

NONOPERATING INCOME AND EXPENSE
-------------------------------

Interest expense was $.6 million for second quarter 2001 and  $1.1
million  for first half 2001, compared to $1.1 million for  second
quarter  2000 and $2.3 million for first half 2000.  The Company's
average outstanding debt has declined in comparison to the  second
quarter  2000  level  due  primarily to  repayment  of  borrowings
utilizing  the  proceeds from sales of various noncore  businesses
and assets.  See "Liquidity and Capital Resources" following for a
discussion of the Company's current financing arrangements.

"Other  income (expense) - net" in the consolidated statements  of
operations consists primarily of interest income, foreign exchange
gains  and  losses, and other miscellaneous items of  nonoperating
income  and expense.  In second quarter 2001, this amount included
a  $.4  million foreign exchange gain and interest income of  $1.7
million.   In  first  half of 2001, this  amount  included  a  $.8
million write-off of the value of a convertible debenture held  by
the  Company  (see  Note  7  of Notes  to  Consolidated  Financial
Statements  contained in this Form 10-Q), a  $.5  million  foreign
exchange  loss and interest income of $3.8 million. The  Company's
interest  income has increased significantly from the  prior  year
level due to interest earned on notes received in connection  with
sales  of noncore business operations in 2000 and a higher  amount
of  invested cash.  See the Company's Annual Report on  Form  10-K
for the year ended December 31, 2000 for complete details of these
transactions.  Similar items for the first half of 2000 include  a
foreign exchange loss of $1.5 million and interest income of  $2.0
million.


IMPACT OF CURRENCY FLUCTUATIONS AND CURRENCY RISK MANAGEMENT
------------------------------------------------------------

Fluctuations  in  the  value of the U.S. dollar  in  international
markets can have a significant impact on the Company's results  of
operations.  For the first half of 2001, approximately 46% of  the
Company's revenues were derived from customers outside the  United
States, primarily through subsidiary operations, compared  to  52%
for  the full year 2000.  Most subsidiaries sell to customers  and
incur and pay operating expenses in local currencies.  These local
currency  revenues and expenses are translated into  U.S.  dollars
for  reporting purposes.  A stronger U.S. dollar will decrease the
level  of  reported U.S. dollar orders and revenues, decrease  the
dollar  gross  margin, and decrease the reported dollar  operating
expenses of the international subsidiaries.  During the first half
of  2001,  the U.S. dollar strengthened on average from its  first
half  of  2000  level, which decreased reported  dollar  revenues,
orders,  and  gross  margin,  but also decreased  reported  dollar
operating  expenses in comparison to the prior year  period.   The
Company  estimates that this strengthening of the U.S.  dollar  in
its  international markets, primarily in Europe, reduced its first
half of 2001 results of operations by approximately $.03 per share
in comparison to first half of 2000.

The  Company  conducts business in all major markets  outside  the
U.S., but the most significant of these operations with respect to
currency  risk  are located in Europe and Asia.  Local  currencies
are   the   functional  currencies  for  the  Company's   European
subsidiaries.  The U.S. dollar is the functional currency for  all
other  international subsidiaries.  Effective first quarter  2000,
the  Company  ceased hedging the foreign currency risk  associated
with  its  international operations.  The Company had  no  forward
contracts outstanding at June 30, 2001 or December 31, 2000.

Euro  Conversion.  On January 1, 1999, eleven member countries  of
the European Monetary Union ("EMU") fixed the conversion rates  of
their national currencies to a single common currency, the "Euro".
In  June 2000, and with effect from January 1, 2001, Greece became
the  twelfth  member of the EMU to adopt the Euro.  Euro  currency
will  begin  to  circulate on January 1, 2002, and the  individual
national  currencies  of  the  participating  countries  will   be
withdrawn  from  circulation by February 28,  2002.   All  of  the
Company's  financial systems currently accommodate the  Euro,  and
since  1999, the Company has conducted business in Euros with  its
customers  and  vendors who choose to do so  without  encountering
significant administrative problems.  While the Company  continues
to  evaluate the potential impacts of the common currency,  it  at
present  has not identified significant risks related to the  Euro
and  does  not anticipate that full Euro conversion in  2002  will
have  a  material impact on its results of operations or financial
condition.  To date, the conversion to one common currency has not
impacted the Company's pricing in European markets.

INCOME TAXES
------------

The  Company earned pretax income before minority interest of $3.9
million and $11.5 million in the second quarter and first half  of
2001, respectively, as compared to a pretax loss of $.8 million in
second quarter of 2000 and a pretax income of $2.4 million for the
first  half of 2000.  Income tax expense for both periods resulted
primarily  from  taxes on individually profitable  majority  owned
subsidiaries,  including the Company's 60% ownership  interest  in
Z/I Imaging.  See the Company's Annual Report on Form 10-K for the
year  ended  December 31, 2000 for details of  the  Company's  tax
position,  including  its  net  operating  loss  and  tax   credit
carryforwards.

RESULTS BY OPERATING SEGMENT
----------------------------

In second quarter 2001, the Process and Building Solutions segment
reported  operating income of $1.3 million on  revenues  of  $27.9
million,  compared to second quarter 2000 operating  loss  of  $.2
million  on  revenues  of $29.3 million. The reporting of a second
quarter  2000  loss  is  attributed  to  the  decision  to  report
Mid World as a separate  business segment in 2001 that was not the
case in 2000. By including Mid World's segment operations in PBS's
results  in  2000,  operating income is $.1 million on revenues of
$30.0 million for  second  quarter 2000. In  first half  of  2001,
the  PBS  segment  reported  operating income of  $2.6 million  on
revenues  of  $57.8  million,  compared  to  first  half  of  2000
operating   income   of   $3.6  million  on   revenues   of  $60.5
million.  Although  first half revenues  decreased  by  5%,  gross
margin  percentages improved by 9.7% (59.6% for first half of 2001
compared  to  49.9%  for first half of 2000), due primarily  to  a
reduction  of  sales of lower margin products.    The  decline  in
first  half  revenues  and improvement in gross margin was  due to
several  factors,  including  a reduction  of hardware  sales  and
maintenance revenue  due  to  the Company's exit from the hardware
business in third  quarter  2000 and  the reduction of maintenance
revenues resulting from the sale of  certain  non-core products to
Bentley  Systems,  Inc.    The  first  half  of  2001  decline  in
operating income from  the  prior  year period was  primarily  the
result of a 43% increase in the segment's research and development
expenses due to a decline in software development costs qualifying
for  capitalization,   primarily  related   to  PBS's   commercial
shipbuilding efforts.


In  second quarter 2001, Intergraph Public Safety earned operating
income of $1.2 million on revenues of $30.1 million, compared to a
second quarter 2000 operating income of $.9 million on revenues of
$32.3 million.  In first half of 2001, IPS earned operating income
of  $2.3  million on revenues of $59.8 million, compared to  first
half of 2000 operating income of $1.7 million on revenues of $61.1
million.  The  improvement in the segment's  first  half  of  2001
operating results from the first half of 2000 was due primarily to
higher gross margin percentage of 40.5% for the first half of 2001
as  compared  to 38.5% for the first half of 2000.   These  higher
gross margins are a result of higher software and services content
as  compared to the same period in 2000.  As a general  rule,  the
IPS  business is characterized by large orders that are  difficult
to  forecast  and  cause  orders to fluctuate  significantly  from
quarter  to  quarter.  New systems and services orders  in  second
quarter  2001 were approximately $44.8 million, up from the  first
quarter  2001 level of approximately $10.9 million. This  increase
in  orders is due to several large orders, primarily in the Public
Safety sector, that were planned  for first quarter 2001, but  not
received until the second quarter of 2001. At June 30, 2001 orders
are  slightly  ahead of the 2001 plan.  The Company believes  that
its  Utilities  and  Communications orders  are  being  negatively
impacted as a result of ongoing consolidation and retrenchment  in
these  industries.  While unable to estimate the impact that these
market conditions will have on its results of operations for 2001,
IPS  is  cautiously controlling expenses to minimize any potential
adverse  impact.  IPS's operating expenses for first half of  2001
were flat as compared to the prior year period.

In second quarter 2001, Mapping and GIS Solutions earned operating
income of $.3 million on revenues of $29.0 million, compared to  a
second quarter 2000 operating income of $.8 million on revenues of
$40.9  million.  In first half of 2001, Mapping and GIS  Solutions
earned  operating  income of $3.3 million  on  revenues  of  $63.5
million, compared to first half of 2000 operating income  of  $3.3
million  on  revenues of $83.4 million. The  first  half  of  2001
revenue  reduction  of 24% from first half of  2000  level  was  a
result  of the reduction of hardware sales and maintenance revenue
due  to  the  Company's exit from the hardware business  in  third
quarter  2000 and the reduction of maintenance revenues  resulting
from  the  sale  of certain non-core products to Bentley  Systems,
Inc.   This  reduction of hardware sales and certain  other  lower
margin  products resulted in a higher gross margin  percentage  of
45.0%  for first half of 2001 as compared to 34.8% for first  half
of  2000.   Also,  first  quarter  2001  margins  were  positively
impacted  by  the  receipt  of delayed  funding  on  a  government
contract  for  which costs were incurred in 2000.   The  segment's
first  half of 2001 operating expenses were approximately 2% lower
than operating expenses from the first half of 2000.

In  second  quarter 2001, Intergraph Government  Solutions  earned
operating  income  of $2.4 million on revenues of  $31.7  million,
compared  to second quarter 2000 operating income of $2.8  million
on  revenues of $40.7 million.  In first half of 2001, IGS  earned
operating  income  of $5.7 million on revenues of  $69.9  million,
compared to first half of 2000 operating income of $6.0 million on
revenues  of  $89.1 million.   IGS's first half of 2001  operating
income was down approximately 5% when compared with the first half
of  2000  as declines in systems revenues and maintenance  margins
resulting from the third quarter 2000 exit of hardware development
and  reduction of maintenance revenues resulting from the sale  of
certain  non-core products to Bentley Systems, Inc. were partially
offset by a 37% decline in operating expenses due to reductions in
headcount and bad debt expenses.  As a result of the exit from the
hardware  business,  IGS  plans to redirect  the  efforts  of  its
maintenance organization toward information technology  solutions.
While this redirection is expected to reduce maintenance revenues,
the  Company  believes  operating margins will  remain  relatively
stable.

In  second  quarter 2001, Z/I Imaging earned operating  income  of
$2.2  million on revenues of $12.0 million, compared to  a  second
quarter 2000 operating income of $2.5 million on revenues of $11.4
million.   In  first  half of 2001, Z/I Imaging  earned  operating
income  of $3.8 million on revenues of $23.1 million, compared  to
first half of 2000 operating income of $5.2 million on revenues of
$23.4 million.  The decline in first half of 2001 operating income
from  the first half of 2000 period was primarily the result of  a
4%  decline  in systems revenues combined with a 25%  increase  in
operating expenses.  Total gross margin for the first half of 2001
remained  strong  at 56.9% (compared to 54.2% for  first  half  of
2000), reflecting the high margins earned on sales of software  as
well  as  on  sales  of photogrammetric processing  systems.   The
operating  expense  increase  in  first  half  of  2001   resulted
primarily  from  increased staffing as a result of  Z/I  Imaging's
continued infrastructure building.

In  second  quarter  2001, the International Hardware  Maintenance
organization incurred an operating loss of $.3 million on revenues
of  $4.2  million,  compared to a second  quarter  2000  operating
income of $.6 million on revenues of $12.4 million.  For the first
half  of  2001,  International Hardware  Maintenance  incurred  an
operating  loss  of  $.6 million on revenues of  $8.9  million  as
compared  to  an  operating income of $.4 million on  revenues  of
$26.6  million  for  the  first half of  2000.   Declines  in  the
segment's first half 2001 revenues and margins resulting from  the
third  quarter  2000 exit of hardware development  were  partially
offset  by a 48% reduction in operating expenses as the result  of
reduced  headcount.   As  with the IGS  maintenance  organization,
revenues  for  this  business  segment  are  expected  to  decline
sequentially each quarter as the Company's installed customer base
declines.

In  second quarter 2001, Mid World incurred an operating  loss  of
$.5  million on revenues of $4.0 million, compared to an operating
loss  of  $1.2 million in second quarter 2000 on revenues of  $4.4
million.  In first half 2001, Mid World incurred an operating loss
of  $3.4  million  on  revenues of $7.0 million,  compared  to  an
operating loss of $1.2 million in the first half 2000 on  revenues
of  $10.6 million.  Revenues in the first half of 2001 declined by
34%  from the prior year period as Mid World primarily focused  on
selling  the business rather than on developing new business,  and
as  the result of delays on a major contract.  In connection  with
its  efforts  to sell the Middle Eastern operations,  the  Company
performed   a  detailed  review  of  all  outstanding   contracts,
commitments,  and  receivables in the  region.   A  memorandum  of
understanding  was  reached on the anticipated completion  of  the
largest  contract in the region, resulting in first  quarter  2001
charges to Mid World operations totaling $1.6 million, including a
$.9 million increase to cost  of sales for projected cost overruns
and a $.7 million charge to  general  and administrative   expense
for  the  settlement   of outstanding receivables for the project.

In  second  quarter 2000, Intergraph Computer Systems incurred  an
operating  income  of $2.4 million on revenues of  $43.0  million.
For the first half of 2000, ICS incurred an operating loss of $2.2
million  on  revenues  of $88.1 million.   The  ICS  business  was
significantly  adversely impacted by factors associated  with  the
Company's dispute with Intel.  (See the Company's Annual Report on
Form  10-K  for  the year ended December 31, 2000 for  a  complete
discussion of the Company's dispute with Intel and its effects  on
the  operations  of  ICS and the Company.)   In  response  to  its
continued operating losses, in third quarter 2000, ICS exited  the
development  and  design  of  hardware  products  and  closed  its
operations.

In  second quarter 2001, Corporate reported an operating  loss  of
$3.8  million on revenues of $2.6 million, compared  to  a  second
quarter  2000 operating loss of $11.4 million on revenues of  $1.5
million.   In first half of 2001, Corporate reported an  operating
loss  of $7.9 million on revenues of $6.7 million, compared  to  a
first  half  2000 operating loss of $19.1 million on  revenues  of
$6.2  million.  The $7.6 million improvement in operating  results
for second quarter 2001 as compared to second quarter 2000 was due
primarily  to  a decline in legal fees associated with  the  Intel
lawsuit  and a reduction in headcount resulting from the  transfer
of administrative personnel to the vertical business units.

See   Note  12  of  Notes  to  Consolidated  Financial  Statements
contained  in  this  Form  10-Q for  further  explanation  of  the
Company's segment reporting.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

At  June  30, 2001, cash totaled $95.9 million compared to  $119.8
million  at  December 31, 2000.  Cash used by  operations  in  the
first  half of 2001 totaled $1.7 million compared to cash provided
by  operations of $17 million in first half of 2000.  The  decline
from  the  prior  year period was due primarily to  a  significant
reduction  of current liabilities and a slowdown in collection  of
accounts receivable.

Net cash used for investing activities totaled $7.4 million in the
first half of 2001, compared to $1.9 million of cash generated  in
first half of 2000.  First half 2001 investing activities included
$1.5  million in proceeds from sales of various assets,  primarily
payment  on  notes  received in connection with sales  of non-core
business  operations in 2000, and expenditures related to  current
and prior year business acquisitions of $3.0 million (see Note  11
of  Notes to Consolidated Financial Statements contained  in  this
Form  10-Q).  First half 2000 investing activities included  $16.7
million  in  proceeds  from  sales of  various  assets,  primarily
property,  plant,  and equipment, and a $1.1  million  expenditure
related  to  a prior year business acquisition.  Other significant
investing  activities in first half of 2001 included  expenditures
for capitalizable software development costs of $1.7 million ($8.5
million  in  first  half 2000) and capital  expenditures  of  $4.2
million  ($4.2 million in first half 2000), primarily for computer
equipment  used  in  product development and sales  and  marketing
activities.   The  Company expects that capital expenditures  will
require  $7  to $10 million for the full year 2001, primarily  for
these same purposes.  The Company's term loan and revolving credit
agreement  contains  certain restrictions  on  the  level  of  the
Company's capital expenditures.

Net  cash  used for financing activities totaled $12.6 million  in
first   half   2001,  including  a  net  repayment  of   debt   of
approximately  $14.7 million, primarily related to an  approximate
$8.3  million  repayment to its primary lender  and  $4.3  million
mortgage  prepayment in the United Kingdom.  Financing cash  flows
in  first half 2000 totaled $12.1 million, including repayment  of
debt of approximately $13.0 million.

Under  the  Company's January 1997 six year fixed  term  loan  and
revolving  credit agreement as amended, available  borrowings  are
determined  by the amounts of eligible assets of the Company  (the
"borrowing base"), as defined in the agreement, primarily accounts
receivable, with maximum availability of $80 million.   The  $10.0
million term loan portion of the agreement is due at expiration of
the   agreement.    Borrowings  are  secured  by   a   pledge   of
substantially all of the Company's assets in the U.S. and  certain
international receivables.  The rate of interest on all borrowings
under  the  agreement  is the greater of 7% or  the  Norwest  Bank
Minnesota  National  Association base rate of interest  (7.25%  at
June 30, 2001) plus .5%, and there are provisions in the agreement
that  will  lower the interest rate upon achievement of  sustained
profitability by the Company.  The agreement requires the  Company
to  pay  a  facility fee at an annual rate of .15% of  the  amount
available under the credit line, an unused credit line fee  at  an
annual rate of .25% of the average unused portion of the revolving
credit  line, a letter of credit fee at an annual rate of 1.5%  of
the  undrawn  amount of all outstanding letters of credit,  and  a
monthly  agency fee. The Company has requested  its primary lender
to amend the current loan agreement. The requested amendment would
extend the current  agreement through  January 2004  and lower the
facility  to  $50  million, which,  if obtained, would provide for
annual  savings of approximately $650,000 to the Company.

At  June 30, 2001, the Company had outstanding borrowings from its
primary  lender  of $10.0 million all of which was  classified  as
long-term  debt  in  the  consolidated  balance  sheet,   and   an
additional  $16.6  million  of  the  available  credit  line   was
allocated  to  support  the  Company's letters  of  credit  ($16.6
million  at  July 31, 2001).  As of this same date, the  borrowing
base,  representing the maximum available credit under  the  line,
was approximately $51 million.

The  term  loan  and revolving credit agreement  contains  certain
financial  covenants of the Company, including minimum net  worth,
minimum current ratio, and maximum levels of capital expenditures,
and  restrictive covenants that limit or prevent various  business
transactions  (including  repurchases  of  the  Company's   stock,
dividend  payments,  mergers, acquisitions of  or  investments  in
other  businesses,  and  disposal of assets  including  individual
businesses,  subsidiaries, and divisions)  and  limit  or  prevent
certain other business changes without approval.

At  June  30, 2001, the Company had approximately $15  million  in
debt  on  which  interest is charged under various  floating  rate
arrangements,  primarily  its six year  term  loan  and  revolving
credit agreement and the remaining balance of the mortgage in  the
United  Kingdom.  The Company is exposed to market risk of  future
increases in interest rates on these loans.

The  Company expects to achieve positive operating cash  flows  in
2001 as a result of headcount reductions and other expense savings
actions taken during 2000.  The Company is managing its cash  very
closely  and believes that the combination of improved  cash  flow
from  operations, its existing cash balances, and  cash  available
under its revolving credit agreement will be adequate to meet cash
requirements for 2001. For the near term, the Company  anticipates
that  its  cash position may benefit from further sales of  excess
real  estate.   However,  for the longer term,  the  Company  must
achieve cost reductions to align its operating expenses  with  the
reduced  levels of revenue  being  generated  if it is to fund its
current operations and  fund  business  growth without reliance on
funds  from  sales  of assets   and   external   financing.    The
Company  anticipates  no significant nonoperating events that will
require the use of cash, with  the possible exception of its stock
repurchase  program  (see  the  Company's  Annual  Report  on Form
10-K for the year ended December 31, 2000 for further discussion),
and  correspondingly  the  adequacy  of  its cash reserves will be
dependent on improvement in its operating results.


 Item 3:  Quantitative and Qualitative Disclosures  About
          -----------------------------------------------
           Market Risk
           -----------

          The  Company  has  experienced  no material  changes  in
          market risk exposures that affect the  quantitative  and
          qualitative disclosures presented in the  Company's Form
	  10-K filing for its year ended December 31, 2000.


                   INTERGRAPH CORPORATION AND SUBSIDIARIES

PART II.  OTHER INFORMATION
          -----------------

 Item 1:  Legal Proceedings
          -----------------

          On  March  1, 2001, the United States Court of Appeals  for
          the  Federal  Circuit  (the "Appeals Court")  reversed  the
          October  12, 1999 decision of the U.S. District  Court  for
          the  Northern  District  of Alabama, Northeastern  Division
          (the "Alabama Court"), specifically holding that Intel  was
          never  licensed to use the Company's Clipper  patents.   On
          March  15, 2001, Intel filed a petition for rehearing  with
          the  Appeals Court, requesting that it reconsider its March
   	  1,  2001  decision.  The Appeals Court denied this  request
 	  on  April  9, 2001, and mandated that the case be  remanded
          to  the Alabama Court effective April 16, 2001. The Company
          believes  that the patent license decision of  the  Appeals
          Court  is well supported by law and fact, and will continue
          to  aggressively pursue its patent case for the payment  of
          royalties  by Intel for their use of the Company's  Clipper
          technology in Intel's Pentium line of products.

          On  July 30, 2001, the Company filed a separate lawsuit  in
          U.S.   District  Court,  the  Eastern  District  of  Texas,
          charging  Intel  Corporation  with  infringement   of   two
          Intergraph   patents  pertaining  to  parallel  instruction
          computing  (PIC). The complaint alleges that Intel's  IA-64
          EPIC    (explicitly    parallel   instruction    computing)
          architecture, which is at the heart of Intel's new  Itanium
          chip,  infringes  upon the Company's two PIC  patents.  The
          PIC  patents, which Intergraph filed for in 1993, cover (1)
          the   techniques   used   to   convey   compiler-recognized
          parallelism  to the hardware and (2) the novel approach  to
          routing  instructions  to any of the processing  units. The
          Company   believes   an   evaluation  of  available  public
          materials  confirms  that Intel's   IA-64 Itanium products,
          which  are  just  now  becoming   commercially   available,
          infringe upon Intergraph's patented PIC technology.

          The Company has other ongoing litigation, none of which  is
          considered  to  represent a material  contingency  for  the
          Company   at   this   time.   However,  any   unanticipated
          unfavorable ruling in any of these proceedings  could  have
          an  adverse  impact on the Company's results of  operations
          and cash flow.

 Item 4:  Submission of Matters to a Vote of Security Holders
          ---------------------------------------------------

          Intergraph Corporation's Annual Meeting of Shareholders was
          held May 17, 2001.  The results of the meeting follow.

          (1) Seven directors were elected to the Board  of Directors
	      to   serve   for  the  ensuing  year  and  until  their
	      successors  are   duly  elected   and  qualified.   All
              nominees,  with  the  exception of Linda L. Green, were
	      serving  as  Directors of the  Company  at  the time of
	      their  nomination  for  the current year.


				                 Votes
                                   ----------------------------------
                                        For          Against/Withheld
                                   ---------------   ----------------
              Linda L. Green         42,496,250          3,178,617
              Lawrence R. Greenwood  42,507,676          3,167,191
              Larry J. Laster        42,550,073          3,124,794
              Thomas J. Lee          42,547,762          3,127,105
              Sidney L. McDonald     42,543,470          3,131,397
              Joseph C. Moquin       42,485,538          3,189,329
              James F. Taylor, Jr.   42,539,661          3,135,206


          (2) Ratification  of the  appointment of Ernst & Young LLP
              as  the   Company's  independent  auditors   for   the
	      current  year  was  approved  by  a vote of 44,633,990
	      for,  994,800 against, and 46,077 abstentions.


 Item 6:  Exhibits and Reports on Form 8-K
          --------------------------------

   (b)    There  were  no  reports on Form 8-K  filed  during  the
          quarter ended June 30, 2001.


                     INTERGRAPH CORPORATION AND SUBSIDIARIES
                                  SIGNATURES


   Pursuant to  the requirements of the Securities Exchange Act  of
   1934, the registrant has duly caused this report to be signed on
   its behalf by the undersigned  thereunto duly authorized.



                             INTERGRAPH CORPORATION
                             ----------------------
  		 		  (Registrant)




    By:  /s/ James F. Taylor, Jr.    By: /s/ Larry T. Miles
         -----------------------         -------------------------
         James F. Taylor, Jr.            Larry T. Miles
         Chief Executive Officer         Vice President of Finance
                                         (Principal Financial and
                                         Accounting Officer)

   Date: August 13, 2001           Date: August 13, 2001