AMENDMENT NUMBER FOUR TO
                  LOAN AND SECURITY AGREEMENT


          This   AMENDMENT  NUMBER  FOUR  TO  LOAN  AND  SECURITY
AGREEMENT  (this  "Amendment") is entered into as  of  April  29,
1999,  by  and between Foothill Capital Corporation, a California
corporation  ("Foothill"),  on  the  one  hand,  and   Intergraph
Corporation, a Delaware corporation ("Borrower"), with  reference
to the following facts:

     A.   Foothill and Borrower heretofore have entered into that
          certain Loan and Security Agreement, dated as of December 20,
          1996 (as heretofore amended, supplemented, or otherwise modified,
          the "Agreement");

     B.   Borrower has requested Foothill to amend the Agreement to,
          among other things, reduce the minimum Net Worth covenant for
          calendar year 1999 as set forth in this Amendment;

     C.   Foothill is willing to so amend the Agreement in accordance
          with the terms and conditions hereof; and

     D.   All capitalized terms used herein and not defined herein
          shall have the meanings ascribed to them in the Agreement, as
          amended hereby.

          NOW,  THEREFORE, in consideration of the above recitals
and  the  mutual premises contained herein, Foothill and Borrower
hereby agree as follows:

          1.   Amendments to the Agreement.  Section 7.20(b) of the
Agreement hereby is amended and restated in its entirety to  read
as follows:

               (b)   Net Worth.  Net Worth, measured on a  fiscal
          quarter-end  basis, during each period set forth  below
          of at least the minimum amount corresponding thereto:

               Period                   Minimum Net Worth
               ------                   -----------------
               From the Closing Date      $325,000,000
               through December  31,
               1998

               January 1, 1999            $300,000,000
               through December  31,
               1999

               January 1, 2000 and        $325,000,000
               thereafter



          2.   Representations and Warranties; Covenants.  Borrower
hereby represents  and  warrants to Foothill that:  (a)  the
execution, delivery, and performance of this Amendment and of the
Agreement, as  amended  by this Amendment, are within its corporate
powers, have been duly authorized by all necessary corporate action,
and are not in contravention of any law, rule, or regulation, or any
order,  judgment,  decree,  writ, injunction,  or  award  of  any
arbitrator, court, or governmental authority, or of the terms  of
its charter or bylaws, or of any contract or undertaking to which
it  is a party or by which any of its properties may be bound  or
affected; and (b) this Amendment and the Agreement, as amended by
this  Amendment, constitute Borrower's legal, valid, and  binding
obligation, enforceable against Borrower in accordance  with  its
terms.

          3.   Conditions Precedent to Amendment.  The satisfaction
of each of the following on or before April 29, 1999, shall constitute
conditions precedent to the effectiveness of this Amendment:

               a.   Foothill shall have received the reaffirmation and
consent of each of the Obligors (other than Borrower) attached hereto
as Exhibit   A,  duly  executed  and  delivered  by  the  respective
authorized officials thereof;

               b.   Foothill shall have received all required consents
of Foothill's   participants  in  the  Obligations   to   Foothill's
execution, delivery, and performance of this Amendment  and  each
such  consent  shall  be  in form and substance  satisfactory  to
Foothill, duly executed, and in full force and effect;

               c.   Foothill shall have received a certificate from the
Secretary  or  Assistant Secretary of Borrower attesting  to  the
incumbency and signatures of authorized officers of Borrower  and
to  the  resolutions of Borrower's Board of Directors authorizing
its  execution and delivery of this Amendment and the performance
of this Amendment and the Agreement as amended by this Amendment,
and  authorizing  specific officers of Borrower  to  execute  and
deliver the same;

               d.   The representations and warranties in this
Amendment, the Agreement as amended by this Amendment, and the other
Loan Documents shall be true and correct in all respects on and as of
the  date  hereof,  as though made on such date  (except  to  the
extent that such representations and warranties relate solely  to
an earlier date);

               e.   No Event of Default or event which with the giving
of notice or passage of time would constitute an Event of Default shall
have  occurred  and be continuing on the date hereof,  nor  shall
result  from  the  consummation of the transactions  contemplated
herein;

               f.   No injunction, writ, restraining order, or other
order of any nature prohibiting, directly or indirectly, the consummation
of  the  transactions contemplated herein shall have been  issued
and  remain  in  force  by  any  governmental  authority  against
Borrower, Foothill, or any of their Affiliates;

               g.   The Collateral shall not have declined materially in
value from  the values set forth in the most recent appraisals or field
examinations previously done by Foothill; and

               h.   All other documents and legal matters in connection
with the transactions contemplated by this Amendment  shall  have  been
delivered  or  executed or recorded and  shall  be  in  form  and
substance satisfactory to Foothill and its counsel.

          4.   Effect on Agreement.  The Agreement, as amended hereby,
shall  be and remain in full force and effect in accordance  with
its  respective terms and hereby is ratified and confirmed in all
respects.   The  execution, delivery,  and  performance  of  this
Amendment  shall  not  operate as  a  waiver  of  or,  except  as
expressly set forth herein, as an amendment, of any right, power,
or  remedy of Foothill under the Agreement, as in effect prior to
the date hereof.

          5.   Further Assurances.  Borrower shall execute and deliver all
agreements,  documents, and instruments, in  form  and  substance
satisfactory  to Foothill, and take all actions as  Foothill  may
reasonably request from time to time, to perfect and maintain the
perfection and priority of Foothill's security interests  in  the
Collateral  and  the Real Property, and to fully  consummate  the
transactions contemplated under this Amendment and the Agreement,
as amended by this Amendment.

          6.   Miscellaneous.

               a.   Upon the effectiveness of this Amendment, each
reference in the Agreement to "this Agreement", "hereunder", "herein",
"hereof" or words of like import referring to the Agreement shall
mean and refer to the Agreement as amended by this Amendment.

               b.   Upon the effectiveness of this Amendment, each
reference in the Loan Documents to the "Loan Agreement", "thereunder",
"therein",  "thereof" or words of like import  referring  to  the
Agreement  shall mean and refer to the Agreement  as  amended  by
this Amendment.

               c.   This Amendment may be executed in any number of
counterparts,  all of which taken together shall  constitute  one
and the same instrument and any of the parties hereto may execute
this  Amendment by signing any such counterpart.  Delivery of  an
executed counterpart of this Amendment by telefacsimile shall  be
equally   as  effective  as  delivery  of  an  original  executed
counterpart of this Amendment.  Any party delivering an  executed
counterpart of this Amendment by telefacsimile also shall deliver
an  original  executed  counterpart of  this  Amendment  but  the
failure  to  deliver an original executed counterpart  shall  not
affect  the validity, enforceability, and binding effect of  this
Amendment.

          [Remainder of page left intentionally blank.]

          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first written above.



                              FOOTHILL CAPITAL CORPORATION,
                              a California corporation



                                 By: /s/ Victor Barwig
                                    -----------------------------
                                     Title: /s/ Vice President
                                           ----------------------


                              INTERGRAPH CORPORATION, a Delaware
                              corporation



                                 By: /s/ Eugene H. Wrobel
                                    ------------------------------
                                     Title: /s/ VP & Treasurer
                                          ------------------------




                           EXHIBIT  A
                           ----------

                   Reaffirmation and Consent

          All  capitalized  terms used herein but  not  otherwise
defined  herein shall have the meanings ascribed to them in  that
certain  Amendment  Number Four to Loan and  Security  Agreement,
dated  as  of  April  29, 1999 (the "Amendment").   Each  of  the
undersigned  hereby (a) represents and warrants to Foothill  that
the  execution,  delivery, and performance of this  Reaffirmation
and  Consent  are  within its corporate powers,  have  been  duly
authorized  by  all necessary corporate action, and  are  not  in
contravention  of  any law, rule, or regulation,  or  any  order,
judgment,  decree, writ, injunction, or award of any  arbitrator,
court,  or governmental authority, or of the terms of its charter
or  bylaws, or of any contract or undertaking to which  it  is  a
party or by which any of its properties may be bound or affected;
(b)  consents to the amendment of the Agreement by the Amendment;
(c)  acknowledges and reaffirms its obligations owing to Foothill
under  the Pledge Agreement and any other Loan Documents to which
it is party; and (d) agrees that each of the Pledge Agreement and
any  other  Loan Documents to which it is a party  is  and  shall
remain   in  full  force  and  effect.   Although  each  of   the
undersigned has been informed of the matters set forth herein and
has acknowledged and agreed to same, it understands that Foothill
has  no obligation to inform it of such matters in the future  or
to  seek  its  acknowledgement or agreement to future amendments,
and nothing herein shall create such a duty.



                              M&S COMPUTING INVESTMENTS, INC., a
                              Delaware corporation



                                By: /s/ John Wilhoite
                                   --------------------------------
                                     Title: John Wilhoite, Director
                                           ------------------------


                              INTERGRAPH DELAWARE, INC., a Delaware
                              corporation



                                By: /s/ John Wilhoite
                                   --------------------------------
                                     Title: John Wilhoite, Director
                                           ------------------------