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

                        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 September 30, 1999

                             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:  49,059,066 shares
            outstanding as of September 30, 1999

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


                   INTERGRAPH CORPORATION
                         FORM 10-Q*
                     September 30, 1999

                            INDEX



                                                              Page No.
                                                              --------

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

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

          Consolidated Balance Sheets at
              September 30, 1999 and December 31, 1998            2


          Consolidated Statements of Operations for
              the quarters and nine months ended
              September 30, 1999 and 1998                         3


          Consolidated Statements of Cash Flows for the
              nine months ended September 30, 1999 and 1998       4


          Notes to Consolidated Financial Statements            5 - 13


  Item 2. Management's Discussion and Analysis of Financial
          -------------------------------------------------
          Condition and Results of Operations
          -----------------------------------                  14 - 26


  Item 3. Quantitive and Qualitive Disclosures About
          ------------------------------------------
          Market Risk                                            27
          -----------


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

  Item 1. Legal Proceedings                                      28


  Item 6. Exhibits and Reports on Form 8-K                       29


SIGNATURES                                                       30



*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 filings for the quarters ended March 31, 1999  and
June 30, 1999, and this Form 10-Q.



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

           INTERGRAPH CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEETS
                         (Unaudited)

-----------------------------------------------------------------------------
                                              September 30,     December 31,
                                                   1999            1998
-----------------------------------------------------------------------------
(In thousands except share and per share amounts)

Assets
  Cash and cash equivalents                      $ 53,073        $ 95,473
  Accounts receivable, net                        282,657         312,123
  Inventories                                      37,687          38,001
  Other current assets                             33,120          48,928
-----------------------------------------------------------------------------
      Total current assets                        406,537         494,525

  Investments in affiliates                         9,641          12,841
  Other assets                                     70,492          61,240
  Property, plant, and equipment, net             110,961         127,368
-----------------------------------------------------------------------------
      Total Assets                               $597,631        $695,974
=============================================================================

Liabilities and Shareholders' Equity
  Trade accounts payable                         $ 63,689        $ 64,545
  Accrued compensation                             44,433          42,445
  Other accrued expenses                           76,973          79,160
  Billings in excess of sales                      62,720          68,137
  Short-term debt and current maturities
    of long-term debt                              15,008          23,718
-----------------------------------------------------------------------------
      Total current liabilities                   262,823         278,005

  Deferred income taxes                             3,076           3,142
  Long-term debt                                   57,200          59,495
-----------------------------------------------------------------------------
      Total liabilities                           323,099         340,642
-----------------------------------------------------------------------------

  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                     218,659         222,705
   Retained earnings                              174,657         249,808
   Accumulated other comprehensive income -
     cumulative translation adjustment           (  3,525)          4,161
-----------------------------------------------------------------------------
                                                  395,527         482,410
   Less - cost of 8,302,296 treasury shares
     at September 30, 1999 and 8,719,612
     treasury shares at December 31, 1998        (120,995)       (127,078)
-----------------------------------------------------------------------------
      Total shareholders' equity                  274,532         355,332
-----------------------------------------------------------------------------
      Total Liabilities and Shareholders' Equity $597,631        $695,974
=============================================================================

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



           INTERGRAPH CORPORATION AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF OPERATIONS
                         (Unaudited)


------------------------------------------------------------------------------
                                  Quarter Ended           Nine Months Ended
                                  September 30,             September 30,
                                1999         1998         1999         1998
------------------------------------------------------------------------------
(In thousands except per share amounts)

Revenues
 Systems                      $150,622    $173,698      $472,522     $504,710
 Maintenance and services       69,926      73,391       219,712      221,859
------------------------------------------------------------------------------
  Total revenues               220,548     247,089       692,234      726,569
------------------------------------------------------------------------------

Cost of revenues
 Systems                       115,295     124,483       341,590      364,115
 Maintenance and services       47,668      47,906       138,713      139,295
------------------------------------------------------------------------------
  Total cost of revenues       162,963     172,389       480,303      503,410
------------------------------------------------------------------------------

 Gross profit                   57,585      74,700       211,931      223,159


Product development             15,857      18,630        47,200       60,608
Sales and marketing             40,821      53,665       130,221      163,990
General and administrative      28,743      24,960        83,120       74,321
Nonrecurring operating
  charges (credit)              13,124     (   120)       15,596       13,782
------------------------------------------------------------------------------

 Loss from operations          (40,960)    (22,435)      (64,206)     (89,542)

Gains on sales of assets           ---         ---        11,505      111,042
Arbitration settlement             ---         ---       ( 8,562)         ---
Interest expense               ( 1,501)    ( 1,800)      ( 4,340)     ( 5,839)
Other income (expense) - net       427         856       ( 1,554)       1,479
------------------------------------------------------------------------------

 Income (loss) from continuing
   operations before income
   taxes                       (42,034)    (23,379)      (67,157)      17,140

Income tax expense               1,500       1,000         1,500        4,500
------------------------------------------------------------------------------

 Income (loss) from continuing
   operations                  (43,534)    (24,379)      (68,657)      12,640

Loss from discontinued
  operations                   ( 1,967)    ( 2,794)      ( 6,494)     (11,359)
------------------------------------------------------------------------------

 Net income (loss)            $(45,501)   $(27,173)     $(75,151)     $ 1,281
==============================================================================

 Income (loss) per share -
   basic and diluted:

   Continuing operations      $(   .89)   $(   .50)     $(  1.41)     $   .26
   Discontinued operations     (   .04)    (   .06)      (   .13)      (  .23)
------------------------------------------------------------------------------

     Total                    $(   .93)   $(   .56)     $(  1.54)     $   .03
==============================================================================

Weighted average shares
  outstanding - basic
  and diluted (1)               48,971      48,416        48,834       48,316
==============================================================================

(1)  Diluted shares were 48,355 for the nine months ended September 30, 1998.

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



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

-----------------------------------------------------------------------------
Nine Months Ended September 30,                      1999            1998
-----------------------------------------------------------------------------
(In thousands)

Cash Provided By (Used For):
Operating Activities:
  Net income (loss)                                  $(75,151)   $   1,281
  Adjustments to reconcile net income (loss) to
  net cash used for operating activities:
   Gains on sales of assets                           (11,505)    (111,042)
   Depreciation and amortization                       36,174       39,604
   Noncash portion of arbitration settlement            3,530          ---
   Noncash portion of nonrecurring operating
     charges                                           12,694       11,353
   Net changes in current assets and liabilities        9,701       12,023
-----------------------------------------------------------------------------
   Net cash used for operating activities             (24,557)    ( 46,781)
-----------------------------------------------------------------------------

Investing Activities:
  Proceeds from sales of assets                        28,868      118,002
  Purchases of property, plant, and equipment         ( 7,915)    ( 12,392)
  Capitalized software development costs              (14,669)    (  8,647)
  Capitalized internal use software costs             ( 3,648)    (    578)
  Business acquisition, net of cash acquired          ( 1,917)         ---
  Purchase of software rights                             ---     ( 26,292)
  Other                                               ( 2,614)         250
-----------------------------------------------------------------------------
   Net cash provided by (used for)
     investing activities                             ( 1,895)      70,343
-----------------------------------------------------------------------------

Financing Activities:
  Gross borrowings                                         45          182
  Debt repayment                                      (16,956)    ( 16,303)
  Proceeds of employee stock purchases and
    exercise of stock options                           2,037        2,173
-----------------------------------------------------------------------------
   Net cash used for financing activities             (14,874)    ( 13,948)
-----------------------------------------------------------------------------
Effect of exchange rate changes on cash               ( 1,074)         504
-----------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents  (42,400)      10,118
Cash and cash equivalents at beginning of period       95,473       46,645
-----------------------------------------------------------------------------
Cash and cash equivalents at end of period           $ 53,073     $ 56,763
=============================================================================

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 nine months ended September 30, 1998 to  provide
         comparability with the current year presentation.

NOTE 2:  Discontinued Operations.  On October 31, 1999, the Company sold
         its   VeriBest,   Inc.  operating  segment  to  Mentor   Graphics
         Corporation,  a  global  provider  of  electronic  hardware   and
         software design solutions and consulting services.  The total assets
         and liabilities of VeriBest at the date of the sale were $11,600,000
         and $8,400,000, respectively.  Under the terms of the agreement,
         the Company retained ownership of VeriBest's outstanding accounts
         receivable as of the date of the sale.  The settlement of this
         transaction was primarily in the form of cash.  The resulting
         gain, estimated to  be  in  the  range  of $14,000,000  to
         $15,000,000, will be recorded in  the  Company's fourth quarter
         results of operations.

         Because  the  sale  was completed before the Company  filed  this
         quarterly  report  on  Form  10-Q for  third  quarter  1999,  the
         Company's consolidated statements of operations for the  quarters
         and  nine  months  ended  September 30,  1999  and  1998  reflect
         VeriBest's  business  as a discontinued operation  in  accordance
         with  Accounting Principles Board Opinion No. 30  "Reporting  the
         Results  of Operations - Reporting the Effects of Disposal  of  a
         Segment   of   a   Business,  and  Extraordinary,  Unusual,   and
         Infrequently  Occurring  Events and Transactions."   No  interest
         expense has been allocated to discontinued operations for any  of
         the  periods  presented due to the immateriality of the  amounts.
         Discontinued operations have not been presented separately in the
         consolidated  balance sheets or statements of cash flows.   Other
         than  their  operating  losses for  the  periods  presented,  the
         discontinued operations did not have a significant impact on  the
         Company's consolidated cash flow or financial position.

         Summarized financial information for VeriBest is as follows:

         -------------------------------------------------------------------
                                    Quarter Ended          Nine Months Ended
                                    September 30,            September 30,
                                    1999      1998          1999      1998
         -------------------------------------------------------------------
         (In thousands)

         Revenues:
          Unaffiliated customers  $ 7,911   $ 6,535       $21,946   $19,486
          Intercompany revenues        40        50           141       242
         -------------------------------------------------------------------
           Total revenues           7,951     6,585        22,087    19,728

         Operating loss before
           nonrecurring charges    (1,203)   (3,084)       (5,333)  (11,662)
         Nonrecurring operating
           charges                    871       ---           871       ---
         Loss before income taxes  (1,965)   (2,794)      ( 6,485)  (11,355)
         Net loss                 $(1,967)  $(2,794)     $( 6,494) $(11,359)
         -------------------------------------------------------------------




         -------------------------------------------------------------------
                                            September 30,    December 31,
                                               1999             1998
         -------------------------------------------------------------------
         (In thousands)

         Cash and cash equivalents (1)        $2,227           $1,951
         Accounts receivable (1)               6,240            7,690
         Other current assets                    462              813
         Other assets                          4,111            4,820
         Current liabilities                  (9,497)         (11,064)
         -------------------------------------------------------------------
         Net assets of VeriBest               $3,543           $4,210
         ===================================================================

         (1)  These assets were specifically excluded from the sale.

NOTE 3:  Litigation.  As further described in the Company's Annual Report
         on  Form 10-K for its year ended December 31, 1998, and its  Form
         10-Q  filings for the quarters ended March 31, 1999 and June  30,
         1999,  the Company has 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 in the third quarter of 1999.

NOTE  4: Arbitration  Settlement.  The Company maintains  an  equity
         ownership position in Bentley Systems, Incorporated ("BSI"),  the
         developer and owner of MicroStation, a software product  utilized
         in  many of the Company's software applications and for which the
         Company serves as a nonexclusive distributor.  In March 1996, BSI
         commenced  arbitration  against the  Company  with  the  American
         Arbitration  Association,  Atlanta,  Georgia,  relating  to   the
         respective  rights  of  the  companies  under  their  April  1987
         Software  License  Agreement  and other  matters,  including  the
         Company's alleged failure to properly account for and pay to  BSI
         certain  royalties  on  its sales of BSI software  products,  and
         seeking significant damages.

         On  March  26,  1999, the Company and BSI executed  a  Settlement
         Agreement and Mutual General Release ("the Agreement") to  settle
         this  arbitration and mutually release all claims related to  the
         arbitration  or  otherwise,  except  for  a)  certain  litigation
         between   the  companies  that  is  the  subject  of  a  separate
         settlement  agreement  and b) payment for products  and  services
         obtained  or  provided  in the normal course  of  business  since
         January  1,  1999.  Both the Company and BSI expressly  deny  any
         fault,  liability, or wrongdoing concerning the claims that  were
         the subject matter of the arbitration and have settled solely  to
         avoid continuing litigation with each other.

         Under  the terms of the Agreement, the Company on April  1,  1999
         made  payment  to  BSI  of  $12,000,000 and  transferred  to  BSI
         ownership of three million of the shares of BSI's Class A  common
         stock  owned by the Company.  The transferred shares were  valued
         at  approximately  $3,500,000 on the  Company's  books,  and  the
         Company's  investment  in  BSI  (reflected  in  "Investments   in
         affiliates"  in  the Company's consolidated balance  sheets)  was
         reduced accordingly.  As a result of the settlement, Intergraph's
         equity  ownership  in BSI has been reduced to approximately  33%.
         Additionally,  the Company had a $1,200,000 net  receivable  from
         BSI relating to business conducted prior to January 1, 1999 which
         was written off in connection with the settlement.

         In first quarter 1999, the Company accrued a nonoperating charge
         to earnings of $8,562,000 ($.18 per share) in connection with the
         settlement,  representing the portion  of  settlement  costs  not
         previously  accrued.   This  charge is included  in  "Arbitration
         settlement" in the consolidated statement of operations  for  the
         nine months ended September 30, 1999.

         The April 1st $12,000,000 payment to BSI was funded primarily
         from  existing  cash balances.  For further discussion  regarding
         the Company's liquidity, see Management's Discussion and Analysis
         of Financial Condition and Results of Operations in this Form 10-Q.

NOTE 5:  Zydex.  On January 15, 1998, the Company's litigation with Zydex,
         Inc. was settled, resulting in the Company's purchase of 100%  of
         the  common stock of Zydex for $26,300,000, with $16,000,000 paid
         at  closing of the agreement and the remaining amount to be  paid
         in  15  equal monthly installments, including interest.  In March
         1998, the Company prepaid in full the remaining amount payable to
         Zydex.  The former owner of Zydex retains certain rights to  use,
         but  not  sell  or  sublicense, plant design  system  application
         software ("PDS") for a period of 15 years following the  date  of
         closing.  In addition to the purchase price of common stock,  the
         Company was required to pay additional royalties to Zydex in  the
         amount  of  $1,000,000  at  closing  of  the  agreement.    These
         royalties  were  included  in  the  Company's  1997  results   of
         operations and therefore did not affect 1998 results.  The  first
         quarter  1998 cash payments to Zydex were funded by the Company's
         primary  lender  and by proceeds from the sale of  the  Company's
         Solid  Edge  and Engineering Modeling System product lines.   See
         Management's  Discussion and Analysis of Financial Condition  and
         Results of Operations in this Form 10-Q for a discussion  of  the
         Company's liquidity.

         The Company capitalized the $26,300,000 cost of the PDS software
         rights  and  is  amortizing it over an estimated useful  life  of
         seven  years.  The unamortized balance, approximately $19,700,000
         at  September  30,  1999, is included in "Other  assets"  in  the
         September 30, 1999 consolidated balance sheet.

NOTE 6:  Inventories are stated at the lower of average cost or market and
         are summarized as follows:

         -----------------------------------------------------------------
                                     September 30,     December 31,
                                          1999             1998
         -----------------------------------------------------------------
         (In thousands)

         Raw materials                 $ 2,109          $ 2,739
         Work-in-process                14,902            3,594
         Finished goods                  7,144           15,597
         Service spares                 13,532           16,071
         -----------------------------------------------------------------
         Totals                        $37,687          $38,001
         =================================================================

         On  June  30,  1999, the Company repurchased inventory  from  SCI
         having  a  value  of approximately $10,200,000, the  majority  of
         which is classified as raw materials and work-in-process.  For  a
         complete discussion of this transaction, see Note 9.

         In third quarter 1999, as a result of the Company's exit from the
         personal  computer (PC) and generic server business, the  Company
         recorded  an  inventory  write-down of approximately  $7,000,000,
         primarily related to its finished goods inventory.  See  Note  11
         for further discussion.

NOTE 7:  Property, plant, and equipment - net includes allowances for
         depreciation  of $239,517,000 and $259,074,000 at  September  30,
         1999 and December 31, 1998, respectively.

NOTE 8:  In January 1999, the Company acquired the assets of 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 accounts
         and results of operations of PID have been combined with those of
         the  Company  since  the date of acquisition using  the  purchase
         method of accounting.  This acquisition did not materially affect
         the  Company's revenues, net loss, or loss per share for the nine
         months  ended September 30, 1999, nor is it expected  to  have  a
         significant impact on results for the remainder of the year.

NOTE 9:  In November 1998, the Company sold substantially all of its U.S.
         manufacturing inventory and assets to SCI Technology, Inc.  (SCI)
         a  wholly-owned subsidiary of SCI Systems, Inc., and SCI  assumed
         responsibility  for  manufacturing of substantially  all  of  the
         Company's  hardware  products.   The  total  purchase  price  was
         $62,404,000,  $42,485,000  of which was  received  during  fourth
         quarter   1998.    The  final  purchase  price   installment   of
         $19,919,000  (included in "Other current assets" in the  December
         31,  1998 consolidated balance sheet) was received on January 12,
         1999.   For a complete discussion of the SCI transaction and  its
         anticipated  impact on future operating results and  cash  flows,
         see  the  Company's Form 10-K annual report for  the  year  ended
         December 31, 1998.

         As part of this transaction, SCI retained the option to sell to
         the  Company any inventory included in the initial sale which had
         not  been utilized in the manufacture and sale of finished  goods
         within   six  months  of  the  date  of  the  sale  (the  "unused
         inventory").   On  June 30, 1999, SCI exercised this  option  and
         sold   to  the  Company  unused  inventory  having  a  value   of
         approximately  $10,200,000 in exchange  for  a  cash  payment  of
         $2,000,000  and  a  short-term installment note  payable  in  the
         principal amount of $8,200,000.  This note was payable  in  three
         monthly  installments due August 2, September 1, and  October  1,
         1999  and  bore interest at a rate of 9%.  The Company's payments
         to  SCI  were funded primarily with existing cash balances.   For
         further   discussion  regarding  the  Company's  liquidity,   see
         Management's  Discussion and Analysis of Financial Condition  and
         Results of Operations in this Form  10-Q.

NOTE 10: In first quarter 1998, the Company sold its Solid Edge and
         Engineering  Modeling  System product lines  to  Electronic  Data
         Systems   Corporation   and  its  Unigraphics   Solutions,   Inc.
         subsidiary for $105,000,000 in cash.  The Company recorded a gain
         on this transaction of $102,767,000 ($2.13 per share).  This gain
         is  included  in  "Gains on sales of assets" in the  consolidated
         statement  of operations for the nine months ended September  30,
         1998.

         In  second quarter 1998, the Company sold the assets of its
         printed  circuit board manufacturing facility for $16,002,000  in
         cash.    The  Company  recorded  a gain  on  this  transaction of
         $8,275,000 ($.17 per share).  This gain is included in "Gains  on
         sales of assets" in the consolidated statement of operations  for
         the  nine  months ended September 30, 1998.  The Company  is  now
         outsourcing  its  printed circuit board needs.  This  operational
         change  did  not  materially  impact  the  Company's  results  of
         operations in 1998.

NOTE 11: Nonrecurring Operating Charges. In first quarter 1998, the
         Company  reorganized  its  European  operations  to  reflect  the
         organization of the Company into distinct business units  and  to
         align operating expenses more closely with revenue levels in that
         region.   The cost of this reorganization, primarily for employee
         severance  pay  and  related costs, was originally  estimated  at
         $5,400,000 and recorded as a nonrecurring operating charge in the
         first quarter 1998 consolidated statement of operations.  In  the
         second  and  third  quarters  of  1998,  $859,000  and  $120,000,
         respectively,  of  the costs accrued in the  first  quarter  were
         reversed  as  the  result of incurrence of lower severance  costs
         than  originally anticipated.  The third quarter credit and year-
         to-date  charge  of  approximately  $4,500,000  are  included  in
         "Nonrecurring  operating charges (credit)"  in  the  consolidated
         statements  of operations for the quarter and nine  months  ended
         September  30, 1998.  During the remainder of 1998, an additional
         $1,200,000  of  the  costs  accrued in  the  first  quarter  were
         reversed.    In   fourth   quarter  1998,   additional   European
         reorganization  costs  of $2,000,000 were  recorded  for  further
         headcount  reductions.  Approximately 80 European positions  were
         eliminated   in   the   sales   and   marketing,   general    and
         administrative,  and  pre- and post-sales  support  areas.   Cash
         outlays  to  date related to this charge approximate  $4,100,000,
         with  $2,400,000 and $1,000,000 expended in the first nine months
         of  1998  and  1999,  respectively.  The Company  estimates  this
         European reorganization has resulted in an annualized savings  of
         approximately $7,000,000.

         The remainder of the 1998 nonrecurring operating charges consists
         primarily   of  write-offs  of  a)  certain  intangible   assets,
         primarily capitalized business system software no longer in  use,
         b)  goodwill  recorded  on  a  prior acquisition  of  a  domestic
         subsidiary  and determined to be of no value, and c) a noncompete
         agreement  with a former third party consultant.   Prior  to  the
         write-off,  amortization  of  these  intangibles  accounted   for
         approximately  $3,400,000  of  the  Company's  annual   operating
         expenses.

         In second quarter 1999, in response to continued operating losses
         in  its Intergraph Computer Systems (ICS) operating segment,  the
         Company  implemented a resizing of its European computer hardware
         sales  organization.  This resizing involved closing most of  the
         Company's  ICS  subsidiaries  in  Europe  and  consolidating  the
         European   hardware   sales   efforts   within   the   Intergraph
         subsidiaries in that region.  The associated cost of  $2,500,000,
         primarily   for   employee  severance   pay,   is   included   in
         "Nonrecurring  operating charges (credit)"  in  the  consolidated
         statements of operations for the nine months ended September  30,
         1999.   Approximately 46 European positions were eliminated,  all
         in the sales and marketing area.  Cash outlays to date related to
         this  charge approximate $1,100,000.  The Company estimates  that
         this resizing will result in annual savings of up to $3,000,000.

         In third quarter 1999, the Company took further actions to reduce
         expenses  in its unprofitable business units and restructure  the
         Company  to  fully  support the vertical  markets  in  which  the
         Company    operates.    These   actions   included    eliminating
         approximately  400  positions worldwide,  consolidating  offices,
         completing the worldwide vertical market alignment of  the  sales
         force,  and  narrowing  the  focus of  the  Company's  Intergraph
         Computer  Systems  (ICS) business unit to high-end  workstations,
         specialty servers, digital video products and 3D graphics  cards.
         As a result of these actions, the Company recorded a nonrecurring
         charge  to  operations  of $20,124,000, $7,000,000  of  which  is
         recorded  as a component of "Cost of revenues - Systems"  in  the
         consolidated  statements of operations for the quarter  and  nine
         months   ended  September  30,  1999.   This  $7,000,000   charge
         represents the costs of inventory write-offs incurred as a result
         of  ICS's  exit  from  the PC and generic  server  business.  The
         Company  estimates  that this change in ICS's  product  offerings
         will   reduce   its  annual  systems  revenues  by  approximately
         $70,000,000  to  $80,000,000.  The associated  margin  for  these
         products ranges from 15.5% to 17.5%.  The Company has announced a
         new line of workstations and speciality servers and endeavers  to
         replace  revenue associated with its discontinued  products  with
         increased  sales volume of its new offerings.  Additionally,  the
         Company  believes these new offerings will produce higher product
         margins  resulting  from certain product design  changes  at  the
         component level.

         Severance   costs   associated  with  the  third   quarter   1999
         restructuring  totaled  approximately $8,700,000,  $7,846,000  of
         which is included in "Nonrecurring operating charges (credit)  in
         the  consolidated statements of operations for  the  quarter  and
         nine  months  ended September 30, 1999.  The remaining  severance
         costs  relate  to headcount reductions in the Company's  VeriBest
         operating  segment.  This segment was sold on October  31,  1999,
         and  accordingly,  its operating results are reflected  in  "Loss
         from  discontinued  operations"  in  the  Company's  consolidated
         statements  of operations for the quarters and nine months  ended
         September  30,  1999 and 1998.  (For further discussion  of  this
         transaction and its impact on the Company's results of operations
         and financial position, see Note 2.)  Approximately 400 positions
         were  eliminated  through direct reductions  in  workforce.   All
         employee  groups  were affected, but the majority  of  eliminated
         positions  derived  from  the sales and  marketing,  general  and
         administrative,  and customer support areas.   Cash  expenditures
         during  the  third quarter related to this restructuring  totaled
         approximately  $2,300,000.   The  Company  estimates  the  annual
         savings  resulting from this reduction in force will  approximate
         $22,000,000.

         The  remainder  of  the third quarter 1999 nonrecurring  operating
         charges  consists  of write-offs of capitalized  business  system
         software no longer required as a result of the verticalization of
         the  Company's  business units and resulting decentralization  of
         parts of the corporate financial function.

         At  September 30, 1999, the total remaining accrued liability  for
         severance relating to the 1998 and 1999 headcount reductions  was
         approximately  $8,500,000  and  is  included  in  "Other  accrued
         expenses"  in the September 30, 1999 consolidated balance  sheet.
         These  costs are expected to be paid over the remainder of  1999,
         with  the  exception of severance liabilities in certain European
         countries, which typically take several months to be settled.

         Severance payments to date have been funded from existing cash
         balances.  The fourth quarter severance payments will be funded
         from existing cash balances and proceeds from the sale of VeriBest.
         For further discussion regarding the Company's liquidity, see
         Management's Discussion and Analysis of Financial Condition and
         Results of Operations in this Form 10-Q.


NOTE 12: Supplementary cash flow information is summarized as follows:

         Changes in current assets and liabilities, net of the effects of
         business  acquisitions, divestitures, and nonrecurring  operating
         charges,  in reconciling net income (loss) to net cash  used  for
         operations are as follows:

  ------------------------------------------------------------------------
                                    Cash Provided By (Used For) Operations
  Nine Months Ended September 30,                 1999           1998
  ------------------------------------------------------------------------
  (In thousands)

  (Increase) decrease in:
    Accounts receivable, net                    $21,753       $32,305
    Inventories                                   1,734       (11,940)
    Other current assets                         (1,990)        2,820
  Increase (decrease) in:
    Trade accounts payable                       (  298)      ( 8,427)
    Accrued compensation and other
     accrued expenses                            (8,869)      (   454)
    Billings in excess of sales                  (2,629)      ( 2,281)
  ------------------------------------------------------------------------
  Net changes in current assets
    and liabilities                             $ 9,701       $12,023
  ========================================================================

         Investing and financing transactions in the first nine months  of
         1999  that  did  not require cash include the  acquisition  of  a
         business  in  part for future obligations totaling  approximately
         $3,300,000  (see  Note 8), the purchase of inventory  for  future
         obligations  totaling $2,700,000 (see Note 9), and the  financing
         of new financial and administrative systems with a long-term note
         payable  of  approximately $2,000,000.  There were no significant
         noncash  investing and financing transactions in the  first  nine
         months of 1998.

NOTE 13: Basic income (loss) per share is computed by dividing net
         income  (loss)  by the weighted average number of  common  shares
         outstanding.   Dilutive income (loss) per share  is  computed  by
         dividing  net  income (loss) by 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 14: Effective January 1, 1998, the Company adopted Statement of
         Financial   Accounting  Standards  No.  131,  Disclosures   about
         Segments   of  an  Enterprise  and  Related  Information.    This
         Statement replaces previous requirements that segment information
         be  reported  along  industry lines with a new operating  segment
         approach.   Operating segments are defined  as  components  of  a
         business  for  which separate financial information is  regularly
         evaluated   in  determining  resource  allocation  and  operating
         performance.  Prior to October 31, 1999, the Company's  operating
         segments   consisted  of  Intergraph  Computer   Systems   (ICS),
         Intergraph  Public Safety, Inc. (IPS), VeriBest, Inc.  (VeriBest)
         and   the  Software  and  Federal  Systems  ("Federal")  business
         (collectively, the Software and Federal businesses form  what  is
         termed  "Intergraph").  Effective October 31, 1999,  the  Company
         sold  the assets of its VeriBest operating segment (see Note  2),
         and  accordingly,  its operating results have been  removed  from
         continuing   operations   and  are  reflected   in   "Loss   from
         discontinued operations" in the Company's consolidated statements
         of  operations  for the quarters and nine months ended  September
         30,  1999  and 1998.  A complete description of this  transaction
         and  its  impact  on  the  Company's results  of  operations  and
         financial  position,  including summarized financial  information
         for  the  quarters and nine months ended September 30,  1999  and
         1998, is included in Note 2.

         The Company's reportable segments are strategic business units
         which  are  organized  by  the types of  products  sold  and  the
         specific  markets  served.  They are managed  separately  due  to
         unique technology and marketing strategy resident in each of  the
         Company's markets.

         ICS  supplies  high performance Windows  NT-based  graphics
         workstations, 3D graphics subsystems, servers, and other hardware
         products.   IPS  develops, markets, and  implements  systems  for
         public   safety  agencies.   Intergraph  supplies  software   and
         solutions, including hardware purchased from ICS, consulting, and
         services   to   the  process  and  building  and   infrastructure
         industries and provides services and specialized engineering  and
         information technology to support Federal government programs.

         The Company evaluates performance of the operating segments based
         on revenue and income from operations.  Sales among the operating
         segments,  the  most significant of which are sales  of  hardware
         products from ICS to the other segments, 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.  In the U.S.,  intersegment
         sales  of  products and services to be used for internal purposes
         are  charged  at cost.  For international subsidiaries,  transfer
         price  is  charged on intersegment sales of products and services
         to be used for either internal purposes or sale to customers.

         The  following  table  sets forth revenues and  operating  income
         (loss)  before nonrecurring charges by operating segment for  the
         quarters and nine months ended September 30, 1999 and 1998.

  ------------------------------------------------------------------------
                                   Quarter Ended        Nine Months Ended
                                   September 30,           September 30,
                                  1999      1998         1999       1998
  ------------------------------------------------------------------------
  (In thousands)

  Revenues
  ICS:
    Unaffiliated customers      $53,644   $69,311     $168,665    $185,713
    Intersegment revenues        32,140    45,019       96,549     147,147
  ------------------------------------------------------------------------
                                 85,784   114,330      265,214     332,860
  ------------------------------------------------------------------------

  IPS:
    Unaffiliated customers       19,245    11,951       61,777      37,361
    Intersegment revenues         4,871        39        8,375         173
  ------------------------------------------------------------------------
                                 24,116    11,990       70,152      37,534
  ------------------------------------------------------------------------

  Intergraph Software:
    Unaffiliated customers      108,786   125,611      344,086     393,841
    Intersegment revenues         2,487       462       11,796       1,463
  ------------------------------------------------------------------------
                                111,273   126,073      355,882     395,304
  ------------------------------------------------------------------------

  Intergraph Federal:
    Unaffiliated customers       38,873    40,216      117,706     109,654
    Intersegment revenues         1,240       840        4,946       3,317
  ------------------------------------------------------------------------
                                 40,113    41,056      122,652     112,971
  ------------------------------------------------------------------------
                                261,286   293,449      813,900     878,669
  ------------------------------------------------------------------------
  Eliminations                  (40,738)  (46,360)    (121,666)   (152,100)
  ------------------------------------------------------------------------
  Total revenues               $220,548  $247,089     $692,234    $726,569
  ========================================================================

  ------------------------------------------------------------------------
  Operating income (loss) before nonrecurring charges

  ICS                          $(20,237) $(15,617)    $(39,743)   $(55,000)
  IPS                             2,400       658        7,586       1,961
  Intergraph Software           ( 2,765)    4,954        4,765       7,313
  Intergraph Federal              3,496   ( 3,958)       9,131     ( 7,274)
  Corporate                     (10,730)  ( 8,592)     (30,349)    (22,760)
  ------------------------------------------------------------------------
  Total                        $(27,836) $(22,555)    $(48,610)   $(75,760)
  ========================================================================

         Effective  January 1, 1999, the Utilities business of  Intergraph
         was  merged into IPS, increasing the operating segment's revenues
         and  operating  income  for the first  nine  months  of  1999  by
         $31,180,000  and  $3,850,000,  respectively,  and  reducing   the
         Intergraph Software operating segment figures by those amounts.

         Amounts included in the "Corporate" column consist of general
         corporate expenses, primarily general and administrative expenses
         (including legal fees of $14,456,000 and $7,656,000 for the first
         nine  months  of  1999  and 1998, respectively)  remaining  after
         charges to the operating segments based on segment usage of those
         services.

         Significant profit and loss items for the first nine months of
         1999  that are not allocated to the segments and not included  in
         the   analysis  above  include  an  $8,562,000  charge   for   an
         arbitration  settlement agreement reached with  Bentley  Systems,
         Inc.  (see  Note  4),  an  $11,505,000 gain  on  the  sale  of  a
         subsidiary  (see Note 17), and nonrecurring operating charges  of
         $15,596,000 (see Note 11).  Such items for the first nine  months
         of  1998  include  gains on sales of assets of $111,042,000  (see
         Note  10) and nonrecurring operating charges of $13,782,000  (see
         Note 11).

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

NOTE 15: Effective January 1, 1998, the Company adopted Statement of
         Financial  Accounting Standards No. 130, Reporting  Comprehensive
         Income.   Under  this Statement, all nonowner changes  in  equity
         during   a   period  are  to  be  reported  as  a  component   of
         comprehensive  income  (loss).   During  the  nine  months  ended
         September  30, 1999 and 1998, the Company's comprehensive  income
         (loss)   totaled  ($82,837,000)  and  $4,396,000,   respectively.
         Comprehensive income (loss) differs from net income (loss) due to
         foreign currency translation adjustments.

NOTE 16: Effective January 1, 1999, the Company adopted American
         Institute  of Certified Public Accountants Statement of  Position
         98-1, Accounting for the Costs of Computer Software Developed  or
         Obtained for Internal Use, which defines computer software  costs
         to  be capitalized or expensed to operations.  Implementation  of
         this  new  accounting standard did not significantly  affect  the
         Company's  results  of  operations  for  the  nine  months  ended
         September  30,  1999, nor is it expected to  have  a  significant
         impact  on results for the remainder of the year, as the  Company
         has historically been in substantial compliance with the practice
         required by the Statement.

NOTE 17: On April 16, 1999, the Company completed the sale  of
         InterCAP  Graphics Systems, Inc., a wholly owned  subsidiary,  to
         Micrografx,  a  global provider of enterprise graphics  software,
         for  $12,150,000,  consisting of $3,853,000 in cash  received  at
         closing, a deferred payment of $2,500,000 due in August 1999, and
         a $5,797,000 convertible subordinated debenture due in March 2002
         (included   in   "Other  assets"  in  the  September   30,   1999
         consolidated  balance  sheet). The August 1999  payment  was  not
         received,  and  as  a result, an alternative payment  installment
         plan  was  established.  Under this plan, two monthly installment
         payments  of $1,250,000 plus interest were received on  September
         28,  and  October 28, 1999.  The receivable for  the  October  28
         payment  is  included in "Other current assets" in the  September
         30,  1999 consolidated balance sheet.  The resulting gain on this
         transaction  of  $11,505,000 is included in "Gains  on  sales  of
         assets" in the consolidated statement of operations for the  nine
         months  ended September 30, 1999. InterCAP's revenues and  losses
         for   1998   were   $4,660,000   and  $1,144,000,   respectively,
         ($3,600,000 and $1,853,000 for 1997). Assets of the subsidiary at
         December 31, 1998 totaled $1,550,000. The subsidiary did not have
         a  material effect on the Company's results of operations for the
         period in 1999 prior to the sale.

NOTE 18: In June 1998, the Financial Accounting Standards Board
         (FASB)  issued  Statement of Financial Accounting  Standards  No.
         133,  Accounting  for  Derivatives and Hedging  Activities  (SFAS
         133),  requiring companies to recognize all derivatives as either
         assets  or  liabilities on the balance sheet and to  measure  the
         instruments  at fair value.  In July 1999, the FASB  delayed  the
         implementation  of this new accounting standard to  fiscal  years
         beginning  after  June  15,  2000 (calendar  year  2001  for  the
         Company).  The Company is evaluating the effects of adopting SFAS
         133,  but does not anticipate that it will have a material impact
         on its consolidated operating results or financial position.




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


SUMMARY
-------

Earnings.  On October 31, 1999, the Company sold substantially all of
the assets of its VeriBest operating segment.  Because this sale was
completed before the Company filed its quarterly report on Form 10-
Q  for third quarter 1999, the Company's consolidated statements of
operations  for  the quarters and nine months ended  September  30,
1999  and  1998  reflect  VeriBest's  business  as  a  discontinued
operation  in  accordance with Accounting Principles Board  Opinion
No. 30 "Reporting the Results of Operations - Reporting the Effects
of Disposal of a Segment of a Business, and Extraordinary, Unusual,
and  Infrequently  Occurring  Events and  Transactions."  As  such,
except  where  noted  otherwise, the following  discussion  of  the
Company's results of operations excludes the impact of the VeriBest
business  and  addresses  only results  of  continuing  operations.
VeriBest's  results of operations for the quarters and nine  months
ended  September 30, 1999 and 1998 are discussed separately.   (See
"Discontinued Operations" following.)  Discontinued operations have
not been presented separately in the consolidated balance sheets or
statements of cash flows, and as such, they are not segregated from
the related discussions.  Other than their operating losses for the
periods  presented,  the discontinued operations  did  not  have  a
significant  impact  on  the Company's consolidated  cash  flow  or
financial position.

In third quarter 1999, the Company incurred a net loss from continuing
operations  of  $.89  per  share on  revenues  of  $220.5  million,
including  nonrecurring charges to operations of $20.1 million  ($.41
per  share)  for  the cost of actions taken during the  quarter  to
reduce  expenses in its unprofitable business units and restructure
the  Company  to fully support the vertical markets  in  which  the
Company operates.  These actions included eliminating approximately
400  positions  worldwide, consolidating  offices,  completing  the
worldwide  vertical  market  alignment  of  the  sales  force,  and
narrowing  the  focus of the Company's Intergraph Computer  Systems
(ICS)  business  unit to high-end workstations, specialty  servers,
digital  video  products and 3D graphics cards.  The third  quarter
1998  net  loss from continuing operations was $.50  per  share  on
revenues  of  $247.1 million. Excluding the nonrecurring  operating
charges,  the third quarter 1999 loss from operations was $.43  per
share  versus  a  loss of $.47 per share for the third  quarter  of
1998.   This loss improvement resulted primarily from a 12% decline
in operating expenses.

For the first nine months of 1999, the Company incurred a net loss from
continuing  operations  of $1.41 per share on  revenues  of  $692.2
million,  including an $11.5 million ($.24 per share) gain  on  the
sale  of a subsidiary, an $8.6 million charge ($.18 per share)  for
the settlement of its arbitration proceedings with Bentley Systems,
Inc., and nonrecurring operating charges of $22.6 million ($.46 per
share),  primarily for employee termination costs and asset  write-
offs  recorded  in  connection  with  the  Company's  new  business
strategy.   (See "Nonrecurring Operating Charges" following.)   For
the  same  period  in  1998, the Company  earned  net  income  from
continuing  operations  of $.26 per share  on  revenues  of  $726.6
million, including a $102.8 million ($2.13 per share) gain  on  the
sale  of  its  Solid Edge and Engineering Modeling  System  product
lines,  a  $13.8  million ($.29 per share) charge for  nonrecurring
operating expenses (primarily employee termination costs and write-
off  of  certain intangible assets), and an $8.3 million ($.17  per
share)  gain on the sale of its printed circuit board manufacturing
facility.  Excluding the nonrecurring charges and one  time  gains,
the  year  to date 1999 operating loss is $.85 per share  versus  a
loss  of  $1.57  per  share for the same prior  year  period.   The
improvement  is the result of a 13% decline in operating  expenses.
While  the  Company  has realized considerable improvement  in  its
operating   expense  levels,  the  Company  has  not  returned   to
profitability,  as revenue levels remain suppressed and  inadequate
to cover the current expense level.

Remainder of the Year.  The Company expects that the industry will
continue to be characterized by higher performance and lower priced
products,   intense  competition,  rapidly  changing  technologies,
shorter  product  cycles, and development and support  of  software
standards  that  result  in  less specific  hardware  and  software
dependencies by customers.  The Company believes that its operating
system  (Windows  NT) and hardware architecture (Intel)  strategies
are  the correct choices.  However, competing operating systems and
products  are  available  in the market,  and  competitors  of  the
Company  offer  Windows  NT  and Intel as  the  systems  for  their
products.   The Company has lost significant market share  in  this
generic  undifferentiated market due to the actions of Intel.   The
Company  is actively engaged in discussions with potential business
partners for Intergraph Computer Systems to help stem the losses in
this business unit.

Improvement in the Company's operating results will continue to depend
on its ability  to  accurately anticipate customer  requirements  and
technological  trends and to rapidly and continuously  develop  and
deliver  new  hardware and software products that are competitively
priced,   offer   enhanced   performance,   and   meet   customers'
requirements  for  standardization and interoperability,  and  will
further  depend  on  its  ability  to  successfully  implement  its
strategic  direction.  To achieve and maintain  profitability,  the
Company  must increase its sales volume and/or align its  operating
expenses  more closely with the level of revenue and  gross  margin
currently  being generated.  During the third quarter, the  Company
has  taken actions to reduce expenses in its unprofitable  business
units  and  restructure the Company to fully support  the  vertical
industries where it operates.  (For a complete description of these
actions, see "Nonrecurring Operating Charges" following.)  However,
there  can  be no assurance that these actions will restore  it  to
profitability.

Discontinued Operations.  On October 31, 1999, the Company sold its
VeriBest, Inc. operating segment to Mentor Graphics Corporation,  a
global   provider  of  electronic  hardware  and  software   design
solutions  and  consulting services.  The total assets and liabilities
of VeriBest at the date of the sale were $11.6 million and $8.4 million,
respectively.  Under the terms of the agreement, the Company retained
ownership of VeriBest's outstanding accounts receivable as of the date
of the sale.  The settlement of this transaction was primarily in the
form of cash.  The resulting  gain, estimated to be in the range of $14
to  $15  million, will  be  recorded in the Company's fourth  quarter
results  of operations.

VeriBest incurred operating losses of $2.1 million and $3.1 million
in the third quarters of 1999 and 1998, respectively, on revenues of
$8 million and $6.6 million.  In the first nine months of 1999 and
1998,  VeriBest incurred operating losses of $6.2 million and $11.7
million,  respectively,  on revenues of  $22.1  million  and  $19.7
million.  VeriBest's operating loss for third quarter 1999 includes
nonrecurring  operating  charges  of  approximately   $.9   million
incurred  for  employee  terminations as  part  of  a  company-wide
restructuring   plan.   (See   "Nonrecurring   Operating   Charges"
following.)  Systems gross margin increased by 13 points  from  the
first  nine  months  of 1998 as the result of  a  23%  increase  in
revenues combined with declining royalty costs.  Operating expenses
declined  by  12% from the first nine months of 1998, primarily  as
the  result of restructuring actions taken in fourth quarter  1998.
Average  employee headcount declined by approximately 10% from  the
prior year-to-date level.

VeriBest's results of operations have been reported as discontinued
operations  in the Company's consolidated statements of  operations
for  the quarters and nine months ended September 30, 1999 and 1998
in accordance with Accounting Principles Board Opinion No. 30.  For
further   information   regarding  this   discontinued   operation,
including   summarized  financial  information  for   all   periods
presented, see Note 2 of Notes to Consolidated Financial Statements
contained in this Form 10-Q.

Nonrecurring Operating Charges. In first quarter 1998, the  Company
reorganized its European operations to reflect the organization  of
the  Company  into distinct business units and to  align  operating
expenses more closely with revenue levels in that region.  The cost
of  this  reorganization, primarily for employee severance pay  and
related  costs,  was  originally  estimated  at  $5.4  million  and
recorded  as  a nonrecurring operating charge in the first  quarter
1998 consolidated statement of operations.  In the second and third
quarters of 1998, $.9 million and $.1 million, respectively, of the
costs  accrued in the first quarter were reversed as the result  of
incurrence  of  lower severance costs than originally  anticipated.
The  third  quarter credit and year-to-date charge of approximately
$4.5  million  are  included  in  "Nonrecurring  operating  charges
(credit)"  in  the  consolidated statements of operations  for  the
quarter  and  nine  months ended September 30,  1998.   During  the
remainder of 1998, an additional $1.2 million of the costs  accrued
in  the  first  quarter  were reversed.  In  fourth  quarter  1998,
additional  European  reorganization  costs  of  $2  million   were
recorded  for  further  headcount  reductions.   Approximately   80
European  positions  were eliminated in the  sales  and  marketing,
general and administrative, and pre- and post-sales support  areas.
Cash  outlays  to  date  related to this  charge  approximate  $4.1
million,  with $2.4 million and $1 million expended  in  the  first
nine  months of 1998 and 1999, respectively.  The Company estimates
the  European reorganization has resulted in an annualized  savings
of approximately $7 million.

The remainder of the 1998 nonrecurring operating charges consists
primarily of write-offs of a) certain intangible assets,  primarily
capitalized business system software no longer in use, b)  goodwill
recorded  on  a  prior  acquisition of a  domestic  subsidiary  and
determined to be of no value, and c) a noncompete agreement with  a
former   third   party  consultant.   Prior   to   the   write-off,
amortization of these intangibles accounted for approximately  $3.4
million of the Company's annual operating expenses.

In second quarter 1999, in response to continued operating losses in
its Intergraph Computer Systems (ICS) operating segment, the Company
implemented  a  resizing  of its European computer  hardware  sales
organization.  This resizing involved closing most of the Company's
ICS  subsidiaries in Europe and consolidating the European hardware
sales  efforts within the Intergraph subsidiaries in  that  region.
The  associated  cost  of  $2.5  million,  primarily  for  employee
severance  pay,  is  included  in "Nonrecurring  operating  charges
(credit)" in the consolidated statements of operations for the nine
months   ended  September  30,  1999.   Approximately  46  European
positions  were  eliminated, all in the sales and  marketing  area.
Cash  outlays  to  date  related to this  charge  approximate  $1.1
million.  The Company estimates that this resizing will  result  in
annual savings of up to $3 million.

In third quarter 1999, the Company took further actions to reduce
expenses in its unprofitable business units and restructure the
Company to fully support the vertical markets in which the Company
operates.  These actions included eliminating approximately  400
positions worldwide, consolidating offices, completing the worldwide
vertical market alignment of the sales force, and narrowing the focus
of the Company's ICS business unit to high-end workstations, specialty
servers, digital video products and 3D graphics cards.  As a result
of  these  actions, the Company recorded a nonrecurring  charge  to
operations of approximately $20.1 million, $7 million of  which  is
recorded  as  a  component of "Cost of revenues - Systems"  in  the
consolidated  statement  of operations.   This  $7  million  charge
represents the costs of inventory write-offs incurred as  a  result
of ICS's exit from the PC and generic server business.  The Company
estimates  that this change in ICS's product offerings will  reduce
its  annual  systems revenues by approximately $70 to $80  million.
The  associated  margin for these products  ranges  from  15.5%  to
17.5%.   The  Company has announced a new line of workstations  and
speciality servers and endeavers to replace revenue associated with
its  discontinued products with increased sales volume of  its  new
offerings.  Additionally, the Company believes these new  offerings
will  produce higher product margins resulting from certain product
design changes at the component level.

Severance costs associated with the third quarter 1999 restructuring
totaled  approximately  $8.7 million,  $7.8  million  of  which  is
included  in  "Nonrecurring  operating  charges  (credit)"  in  the
consolidated  statements of operations for  the  quarter  and  nine
months  ended  September 30, 1999.  The remaining  severance  costs
relate  to headcount reductions in the Company's VeriBest operating
segment.    This  segment  was  sold  on  October  31,  1999,   and
accordingly,  its  operating results are reflected  in  "Loss  from
discontinued  operations" in the Company's consolidated  statements
of  operations for the quarters and nine months ended September 30,
1999 and 1998.  (For further discussion of this transaction and its
impact  on  the  Company's  results  of  operations  and  financial
position, see "Discontinued Operations" preceding and Note 2 of Notes
to  Consolidated Financial Statements contained in this Form 10-Q.)
Approximately  400  positions company-wide were eliminated  through
direct reductions in workforce.  All employee groups were affected,
but the majority of eliminated positions derived from the sales and
marketing, general and administrative, and customer support  areas.
Cash   expenditures  during  the  third  quarter  related  to  this
restructuring  totaled  approximately $2.3  million.   The  Company
estimates the annual savings resulting from this reduction in force
will approximate $22 million.

The remainder of the third quarter 1999 nonrecurring operating charges
consists  of write-offs of capitalized business system software  no
longer required as a result of the verticalization of the Company's
business  units  and resulting decentralization  of  parts  of  the
corporate financial function.

At September 30, 1999, the total remaining accrued liability for
severance relating to the 1998 and 1999 headcount  reductions   was
approximately  $8.5  million  and is  included  in  "Other  accrued
expenses"  in  the September 30, 1999 consolidated  balance  sheet.
These  costs  are expected to be paid over the remainder  of  1999,
with  the  exception of severance liabilities in  certain  European
countries, which typically take several months to be settled.

Severance payments to date have been funded from existing cash balances.
The fourth quarter severance payments will be funded from existing cash
balances and proceeds from the sale of VeriBest.  For further discussion
regarding the Company's liquidity, see "Liquidity and Capital Resources"
following.

Litigation.  As further described in the Company's Form 10-K filing
for its year ended December 31, 1998 and its Form 10-Q filings for the
quarters  ended March 31, 1999 and June 30, 1999, the  Company  has
extensive  ongoing  litigation  with  Intel  Corporation,  and  its
business   is   subject   to  certain  risks   and   uncertainties.
Significant  litigation developments during the  third  quarter  of
1999 are discussed below.

Intel Litigation.  On October 12, 1999, the U.S. District Court, the
Northern  District of Alabama, Northeastern Division (the  "Alabama
Court") reversed its June 4, 1999 order which had ruled that  Intel
had  no  license to use the Company's Clipper patents.   The  order
dismissed the Company's patent claims against Intel.  (For  further
background  information  regarding  this  patent  dispute  and  the
Company's other complaints against Intel, see the Company's Form
10-K annual report for the year ended December 31, 1998.)  The Company
is  confident that Intel has no license to use the Clipper  patents
and  believes that the court's original decision on this issue  was
correct.  On October 15, 1999, the Company filed a Notice of Appeal
with  the  Court of Appeals for the Federal Circuit  (the  "Appeals
Court").  No decision has been entered.

On November 5, 1999, the Appeals Court vacated the Preliminary
Injunction that had been entered by the Alabama Court April 10, 1998
which had enjoined Intel from cutting off shipments to the Company of
chips and advanced product information.  The Company is  unable  to
determine  at  this time whether this ruling will have  a  material
effect on the Company's operations.

During the course of the Intel Litigation, the Company has employed
a variety of experts to prepare estimates of the damages suffered by
the  Company under various claims of injury brought by the  Company
in this litigation. The following damage estimates were provided to
Intel in the August/September 1999 time frame in due course of  the
litigation process: estimated damages for injury covered under non-
patent   claims  through  June,  1999  -  $100  million;  estimated
additional  damages  for  injury covered  under  non-patent  claims
through  December,  2003  - $400 million subject  to  present-value
reduction.   These numbers are estimates only and any  recovery  of
damages  in this litigation could be substantially less than  these
estimates  or substantially greater than these estimates  depending
on  a  variety of factors that cannot be determined at  this  time.
Factors  that could lead to recovery substantially less that  these
estimates  include,  but are not limited to:  the  failure  of  the
Alabama  Court or the Appeals Court to sustain the legal basis  for
one  or  more of the Company's claims; the failure of the  jury  to
award amounts consistent with these estimates;  the failure of  the
Alabama  Court  or the Appeals Court to sustain any jury  award  in
amounts  consistent  with these estimates; the  settlement  by  the
Company  of the Intel Litigation which settlement includes  payment
to  the Company in an amount inconsistent with these estimates; the
failure  of the Company to successfully defend itself from  Intel's
patent counterclaims in the Alabama Court and in the Appeals  Court
and  a  consequential  recovery  by  Intel  for  damages  and/or  a
permanent injunction against the Company.  Factors that could  lead
to recovery substantially greater than these estimates include, but
are  not  limited to, success by the Company in recovering punitive
damages on one or more of its non-patent claims.

The trial is scheduled for June 12, 2000.

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.

Arbitration Settlement.  The Company maintains an equity ownership
position in Bentley Systems, Incorporated ("BSI"), the developer and
owner of MicroStation, a software product utilized in many  of  the
Company's software applications and for which the Company serves as
a   nonexclusive  distributor.   In  March  1996,   BSI   commenced
arbitration  against  the  Company with  the  American  Arbitration
Association, Atlanta, Georgia, relating to the respective rights of
the companies under their April 1987 Software License Agreement and
other  matters, including the Company's alleged failure to properly
account  for and pay to BSI certain royalties on its sales  of  BSI
software products, and seeking significant damages.

On March 26, 1999, the Company and BSI executed a Settlement Agreement
and Mutual General Release ("the Agreement") to settle this arbitration
and  mutually  release  all claims related to  the  arbitration  or
otherwise,  except for a) certain litigation between the  companies
that  is  the  subject of a separate settlement  agreement  and  b)
payment  for  products and services obtained  or  provided  in  the
normal  course of business since January 1, 1999.  Both the Company
and   BSI  expressly  deny  any  fault,  liability,  or  wrongdoing
concerning  the  claims  that  were  the  subject  matter  of   the
arbitration and have settled solely to avoid continuing  litigation
with each other.

Under the terms of the Agreement, the Company on April 1, 1999 made
payment to BSI of $12 million and transferred to BSI ownership  of
three million of the shares of BSI's Class A common stock owned  by
the Company.  The transferred shares were valued at approximately
$3.5 million on the Company's books, and the Company's investment in
BSI (reflected in "Investments in  affiliates"  in  the   Company's
consolidated balance sheets) was reduced accordingly.  As a  result
of  the  settlement, Intergraph's equity ownership in BSI has  been
reduced to approximately 33%.  Additionally, the Company had a $1.2
million  net  receivable from BSI relating  to  business  conducted
prior  to January 1, 1999 which was written off in connection  with
the settlement.

In first quarter 1999, the Company accrued a nonoperating charge to
earnings  of  approximately  $8.6  million  ($.18  per  share)   in
connection  with  the  settlement,  representing  the  portion   of
settlement  costs not previously accrued.  This charge is  included
in  "Arbitration  settlement"  in  the  consolidated  statement  of
operations for the nine months ended September 30, 1999.

The April 1st $12 million payment to BSI was funded primarily from
existing cash balances.  For further discussion regarding the Company's
liquidity, see "Liquidity and Capital Resources" following.

Year 2000 Issue.  As further described in the Company's Form 10-K
annual report for the year ended December 31, 1998 and its Form 10-Q
filings  for the quarters ended March 31, 1999 and June  30,  1999,
the  Company  has implemented a program to mitigate and/or  prevent
the  possible  adverse  effects on  its  operations  of  Year  2000
problems  in  its software and hardware products sold to  customers
and in its internally used software and hardware.

The Company's efforts to identify and resolve Year 2000 issues related
to its hardware  and  software product offerings are  complete.   All
products  currently  offered in the Company's standard  price  list
have  a  Year  2000 compliant version available.  In addition,  the
Company has completed a significant effort to contact its customers
and business partners to ensure that customers are aware of how  to
acquire  detailed Year 2000 information regarding  any  Intergraph-
produced  product.   The  Company's Web site  allows  customers  to
request  specific  product information related  to  the  Year  2000
issue,  and  provides a mechanism for requesting  specific  product
upgrade  paths.   Customers  under maintenance  contract  with  the
Company  have been upgraded to compliant versions of the  Company's
software, and selected hardware remedies have been completed  where
appropriate.  The Company has also developed plans to make  support
available  to its customers during the end of 1999 holiday  period.
The  Company  does not believe that any Year 2000 problems  in  its
installed  base  of  products or in its current  product  offerings
present  a material exposure for the Company.  However, the Company
could  suffer  a loss of maintenance revenue should  its  customers
discontinue  any  noncompliant products and not replace  them  with
other  products  of the Company, and product sales  could  be  lost
should customers replace any noncompliant products with products of
other  companies.  In addition, any liability claims  by  customers
would  increase  the Company's legal expenses and,  if  successful,
could  have  an  adverse impact on the results  of  operations  and
financial   position  of  the  Company.   The   Company's   product
compliance  costs have not had and are not anticipated  to  have  a
material   impact  on  its  results  of  operations  or   financial
condition.

Year 2000 readiness of the Company's business critical internal systems
has been a top priority of the Company's Year 2000 program team.  All
U.S.  business  critical internal systems upgrades and  programming
changes  have been implemented and tested as of the end  of  second
quarter  1999.   The  Company believes  that  it  has  successfully
implemented all internal systems changes and replacements necessary
to  ensure Year 2000 compliance of these internal systems, but  has
contingency  plans to perform further upgrades to existing  systems
if  unanticipated  problems occur.  The majority of  the  Company's
business  systems were developed internally, and as a  result,  the
Company  has  the available source code and staff  to  correct  any
problems  which  might  arise.  Efforts  to  upgrade  and   replace
noncompliant international business systems are nearing completion.
All  Year  2000 efforts with respect to these systems are scheduled
to be completed before the end of the year, and the Company has not
identified  any significant risks in this area.  The Company  plans
to  have a full operations staff working on January 1, 2000 in case
any  problems  arise  with respect to its  internal  systems.   The
Company  has  employed  no  additional  resources  to  perform  the
upgrades   and  programming  changes  necessary  for  its  internal
systems,  and as such, the related costs have not had and  are  not
anticipated to have a material impact on its results of  operations
or financial condition.

The Company has conducted a program of investigation with its critical
suppliers  to  ensure  continuous  and  uninterrupted  supply,  and
includes Year 2000 provisions in its new supplier agreements.  This
program  consisted primarily of a major survey campaign and follow-
up  with  significant suppliers to monitor compliance.  The Company
has  also  initiated discussions with other entities with which  it
interacts   electronically,  including  customers   and   financial
institutions,  to  ensure those parties have appropriate  plans  to
remedy  any  Year 2000 issues.  To date, responses to  third  party
Year  2000 surveys provide assurance that these third parties  will
achieve  Year 2000 compliance, and no significant risks  have  been
identified.  There cannot be complete assurance that the systems of
other  companies  on  which  the  Company  relies  will  be  timely
converted,  and  the  Company could be adversely  impacted  by  any
suppliers,  customers, and other businesses who do not successfully
address this issue.  The Company continues to assess these risks in
order  to  reduce  any  potential adverse impact.   No  substantial
contingency  plans have been developed in this area as the  Company
is  relying on the vendors' representations that they are Year 2000
compliant.   If  problems  arise due to  the  failure  of  critical
suppliers  or  other  third party providers to  achieve  Year  2000
compliance, the Company will be forced to seek alternative  sources
of supply.

The Company believes it has effectively resolved the Year 2000 issue
with respect to its business critical internal systems in a  timely
manner; however, there cannot be complete assurance that unforeseen
problems  will not occur, which could conceivably result in  delays
in  sales  order processing, shipping, invoicing, and  collections,
among other areas.  The Company believes its most reasonably likely
worst   case   scenarios,   however,  relate   to   the   potential
noncompliance  of  third parties.  If Year 2000 compliance  is  not
achieved  by significant vendors and other third parties, including
utilities  and transportation providers, among others, the  Company
could  experience interruptions in its normal business  activities,
potentially resulting in material adverse effects on its  operating
results.   The Company also believes it may have some risk  related
to   the   internal  systems  of  its  international  subsidiaries.
However,  these  efforts  are  being  monitored  closely,  and  the
subsidiaries  all  believe that they will effectively  resolve  any
remaining Year 2000 issues by the end of the year.

The costs of the Year 2000 project and the Company's state of readiness
are based on management's best estimates, which  have  been derived
utilizing  numerous  assumptions of future  events,  including  the
continued   availability   of  certain   resources,   third   party
modification  plans, and other factors.  There can be no  assurance
that  these  estimates will be achieved, and actual  results  could
differ  materially from those anticipated.  Specific  factors  that
might  cause such material differences include, but are not limited
to,  the  availability and cost of personnel trained in this  area,
the ability to locate and correct all relevant computer codes in  a
timely manner, and similar uncertainties.


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

Orders.  Systems orders for the third quarter and first nine months
of 1999 totaled $154.9 million and $462.6 million, respectively,
reflecting declines of approximately 10% and 16%, respectively, from
the  same prior  year periods.  Included in these totals are orders
for the Company's discontinued VeriBest operation of $3.7 million and
$9.8 million, respectively, as compared to $2.9  million  and  $8.2
million,  respectively,  for the same prior  year  periods.   Order
volumes   have  declined  worldwide,  primarily  in  the  Company's
hardware  business, though weakness has been noted in the Company's
software   segments  as  well,  particularly   in   the   Company's
international markets.  U.S. systems orders increased  by  9%  from
the  third  quarter of 1998 and decreased 14% from the  first  nine
months  of  1998.   The  third  quarter  improvement  is  primarily
attributable to a 54% increase in federal government orders.   Most
of  this  increase was due to government funding delays  in  second
quarter  1999.   Year-to-date, federal orders have improved  by  4%
from  the  prior year-to-date level.  The year-to-date  decline  in
U.S. systems orders is due to the weakened demand for the Company's
hardware  product offerings.  International systems orders declined
by  33%  and  19% from the third quarter and first nine  months  of
1998, respectively, with declines across the board in all regions.

Revenues.  Total revenues from continuing operations for the third
quarter and first nine months of 1999 were $220.5 million and $692.2
million, respectively, down approximately 11% and 5%, respectively,
from   the  comparable  prior  year  periods.   The  factors  noted
previously as contributing to the orders decline have had a similar
impact on the Company's revenues.  Year-to-date declines in systems
and maintenance revenues of 6% and 8%, respectively, were partially
offset  by  a  14% improvement in services revenue. Geographically,
the  composition of the Company's revenues has remained  consistent
with  the  prior  year  level, with European revenues  representing
approximately   31%  of  total  revenues  and  total  international
revenues  representing  50%  of the consolidated  total.   Currency
fluctuations did not have a significant impact on revenues for  the
first  nine months of 1999 as weakening of the U.S. dollar  in  the
Company's  Asian markets was offset by strengthening of the  dollar
in Europe and other international regions.

Systems.  Systems revenue from continuing operations for the third
quarter and first nine months of 1999 was $150.6 million and $472.5
million, respectively, down 13% and 6%, respectively, from the same
prior  year periods. Competitive conditions manifested in declining
per  unit  sales prices continue to adversely affect the  Company's
systems  revenues and margin.  In addition, the Company's  hardware
revenues remain low as the Company has lost momentum in this market
due to the actions of Intel.

Systems revenues have declined in all geographic markets served by the
Company.  U.S.  systems revenues were down 13% from  third  quarter
1998  and  5%  from  the first nine months of 1998.   International
systems  revenues  were down approximately 13% from  third  quarter
1998  and 8% from the first nine months of 1998. European and  Asia
Pacific revenues have declined by 4% and 3%, respectively, from the
prior year to date level.

Hardware revenues for the first nine months of 1999 declined 20% from
the prior year period.  Unit sales of workstations and servers were
down  5% while workstation and server revenues declined by 17%  due
to  a  12%  decline  in the average per unit selling  price.  Price
competition  in  the industry continues to erode per  unit  selling
prices.  Sales of peripheral hardware products declined by 25% from
the  prior year period due primarily to a 41% decline in  sales  of
storage  devices  and memory and a 58% decline in  sales  of  Intel
options and upgrades, as well as the loss of revenue resulting from
the  April  1998  sale  of  the  Company's  printed  circuit  board
manufacturing  facility.  Software revenues declined  8%  from  the
prior  year  level.   Significant increases in sales  of  Geomedia,
photogrammetry, ICS and  Federal software were offset  by  declines
in  revenues from interoperability, Microstation, plant design, and
other  software  products.   Plant  design  remains  the  Company's
highest  volume  software  offering,  representing  29%  of   total
software sales for the first nine months of 1999.

Maintenance and Services.  Maintenance and services revenue consists
of revenues from maintenance of Company  systems  and from  Company
provided services, primarily training and consulting.  These  forms
of revenue from continuing operations totaled $69.9 million for the
third quarter and $219.7 million for the first nine months of 1999,
down  5%  and  1%,  respectively, from the  comparable  prior  year
periods.   Maintenance revenues for the first nine months  of  1999
totaled  $141.1 million, down 8% from the same prior  year  period.
The  trend in the industry toward lower priced products and  longer
warranty  periods  has  resulted in reduced levels  of  maintenance
revenue, and the Company believes this trend will continue into the
future.   Services revenue represents approximately 11% of year  to
date  1999 revenues and has increased 14% from the same prior  year
period.   Growth in services revenue has acted to partially  offset
the  decline in maintenance revenue. The Company is endeavoring  to
grow  its services business and has redirected the efforts  of  its
hardware maintenance organization to focus increasingly on  systems
integration.   Revenues  from  these services,  however,  typically
produce lower gross margins than maintenance revenues.


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

The Company's total gross margin on revenues from continuing operations
for the third quarter of 1999 was 26.1%, down 4.1 points from the third
quarter 1998 level.  For the first nine months of 1999, total gross
margin was 30.6%, relatively flat with the same prior year period.

Systems margin on revenues from continuing operations for the third
quarter was 23.5%, down 4.8 points from the third quarter 1998 level.
The third quarter 1999 margin was negatively impacted by a $7  million
manufacturing  inventory  write-off resulting  from  the  Company's
decision  to  exit  the  PC  and  generic  server  business.   (See
"Nonrecurring  Operating Charges" preceding.)  For the  first  nine
months  of 1999, systems margin was 27.7%, down .2 points from  the
same  prior  year  period.  The impact of the $7 million  inventory
write-off  has  been  partially offset  by  an  increased  software
content in the product mix.

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

Maintenance and services margin on revenues from continuing operations
for the third quarter of 1999 was 31.8%, down 2.9 points from the third
quarter  of  1998  due  primarily to  the  decline  in  maintenance
revenue.   Year to date maintenance and services margin  is  36.9%,
down  .3  points  from  the  same  prior  year  period.   Declining
maintenance  revenues  and margins have been  partially  offset  by
improved  professional  services  margins.   Professional  services
revenues  have  increased by 14% from the prior year-to-date  level
without  a  corresponding increase in costs.  The Company continues
to  monitor its maintenance and services cost closely and has taken
certain measures, including reductions in headcount, to align these
costs  with  the current revenue level.  The Company believes  that
the  trend in the industry toward lower priced products and  longer
warranty  periods will continue to curtail its maintenance revenue,
which   will   pressure  maintenance  margin  in  the  absence   of
corresponding cost reductions.


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

Operating expenses for continuing operations for the third quarter
and first nine months of 1999 declined by 12% and 13%, respectively,
from  the comparable prior year periods.  In response to the  level
of  its  operating  losses, the Company has taken various  actions,
including employee terminations and sales of unprofitable  business
operations,   to   reduce   its  average  employee   headcount   by
approximately 12% from the prior year level.

Product development expense for the third quarter and first nine months
of 1999 declined by 15% and 22%, respectively, from the same  prior
year  periods  due  primarily to decreases  in  labor  and  related
overhead  expenses resulting from the headcount decline and  to  an
increase   in   software   development  projects   qualifying   for
capitalization,   primarily  related  to  the   Company's   federal
shipbuilding  effort.  Sales and marketing expense  for  the  third
quarter  and  first nine months of 1999 declined by  24%  and  21%,
respectively, from the corresponding prior year periods.  Sales and
marketing expenses have declined across the board, with the largest
decreases noted in salaries, commissions, advertising, trade  shows
and  public relations expenses.  General and administrative expense
for  the  third quarter and first nine months of 1999 increased  by
15%  and  12%,  respectively,  from the  same  prior  year  periods
primarily  due  to  an increase in legal fees  and  U.S.  bad  debt
expense.


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

Interest expense was $1.5 million for the third quarter and $4.3 million
for  the  first  nine months of 1999 versus $1.8 million  and  $5.8
million,  respectively, for the corresponding prior  year  periods.
The  Company's average outstanding debt has declined in  comparison
to  the  same  prior  year periods due primarily  to  repayment  of
borrowings under the Company's revolving credit facility  utilizing
proceeds  from  sales  of  assets.   See  "Liquidity  and   Capital
Resources"  following  for a discussion of  the  Company's  current
financing arrangements.

In second quarter 1999, the Company completed the sale of InterCAP
Graphics Systems, Inc., a wholly owned subsidiary, to Micrografx, a
global provider of enterprise graphics software, for $12.2 million,
consisting of $3.9 million in cash received at closing, a  deferred
payment  of  $2.5 million due in August 1999, and  a  $5.8  million
convertible  subordinated debenture due in March 2002.  The  August
1999  payment  was  not received, and as a result,  an  alternative
payment  installment plan was established.  Under  this  plan,  two
monthly  installment payments of approximately  $1.3  million  plus
interest were received on September 28, and October 28, 1999.   The
receivable for the October 28 payment is included in "Other current
assets" in the September 30, 1999 consolidated balance sheet.   The
resulting gain on this transaction of $11.5 million is included  in
"Gains  on  sales  of  assets"  in the  consolidated  statement  of
operations   for  the  nine  months  ended  September   30,   1999.
InterCAP's revenues and losses for 1998 were $4.7 million and  $1.1
million,  respectively ($3.6 million and $1.9  million  for  1997).
Assets of the subsidiary at December 31, 1998 totaled $1.6 million.
The  subsidiary  did not have a material effect  on  the  Company's
results of operations for the period in 1999 prior to the sale.

In first quarter 1998, the Company sold its Solid Edge and Engineering
Modeling   System   product  lines  to  Electronic   Data   Systems
Corporation and its Unigraphics Solutions, Inc. subsidiary for $105
million  in  cash.  The Company recorded a gain on this transaction
of  $102.8  million.  This gain is included in "Gains on  sales  of
assets"  in the consolidated statement of operations for  the  nine
months  ended  September  30, 1998.  Full year  1997  revenues  and
operating loss for these product lines were $35.2 million and  $4.1
million,  respectively.  The Company estimates  the  sale  of  this
business  has  resulted in an annual improvement in  its  operating
results of approximately $5 million.

In second quarter 1998, the Company sold the assets of its printed
circuit board manufacturing facility for $16 million in cash.  The
Company recorded a gain on this transaction of $8.3 million.  This
gain is included in "Gains on sales of assets" in the consolidated
statement  of  operations for the nine months ended  September  30,
1998.   The  Company is now outsourcing its printed  circuit  board
needs.   This  operational  change did not  materially  impact  the
Company's results of operations in 1998.

"Other income (expense) - net" in the consolidated statements of
operations consists primarily of interest income, foreign exchange
gains (losses), equity in the earnings of investee companies, and
other miscellaneous items of nonoperating income and expense.


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 nine months of 1999, approximately 50% (51% for  the
full  year  1998)  of  the  Company's revenues  were  derived  from
customers  outside the United States, primarily through  subsidiary
operations.  Most subsidiaries sell to customers and incur and  pay
operating  expenses  in  local  currency.   These  local   currency
revenues  and  expenses  are  translated  into  dollars  for   U.S.
reporting purposes. A weaker U.S. dollar will increase the level of
reported U.S. dollar orders and revenues, increase the dollar gross
margin,  and  increase reported dollar operating  expenses  of  the
international subsidiaries. Currency fluctuations did  not  have  a
significant impact on the Company's results of operations  for  the
first  nine months of 1999 as weakening of the U.S. dollar  in  the
Company's  Asian markets was offset by strengthening of the  dollar
in  Europe and other international regions.  Operating results  for
the  first  nine months of 1998 were reduced by approximately  $.13
per share from the same period in 1997 as a result of strengthening
of the U.S. dollar, primarily in Europe and Asia.

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.   With  respect to the currency  exposures  in  these
regions,  the  objective  of  the Company  is  to  protect  against
financial  statement  volatility arising from changes  in  exchange
rates  with  respect  to  amounts  denominated  for  balance  sheet
purposes  in a currency other than the functional currency  of  the
local  entity.   The  Company  will therefore  enter  into  forward
exchange   contracts  related  to  certain  balance  sheet   items,
primarily   intercompany  receivables,  payables,  and   formalized
intercompany  debt,  when  a  specific risk  has  been  identified.
Periodic  changes in the value of these contracts  offset  exchange
rate  related  changes in the financial statement  value  of  these
balance  sheet  items.  Forward exchange contracts, generally  less
than  three  months  in  duration, are  purchased  with  maturities
reflecting the expected settlement dates of the balance sheet items
being  hedged,  and only in amounts sufficient to  offset  possible
significant currency rate related changes in the recorded values of
these  balance  sheet items, which represent a calculable  exposure
for  the  Company  from  period to  period.   Since  this  risk  is
calculable,  and these contracts are purchased only  in  offsetting
amounts,  neither the contracts themselves nor the exposed  foreign
currency  denominated  balance sheet items are  likely  to  have  a
significant effect on the Company's financial position  or  results
of  operations.   The  Company does not generally  hedge  exposures
related to foreign currency denominated assets and liabilities that
are  not  of an intercompany nature, unless a significant risk  has
been   identified.   It  is  possible  the  Company   could   incur
significant  exchange gains or losses in the case  of  significant,
abnormal  fluctuations in a particular currency.   By  policy,  the
Company  is prohibited from market speculation via forward exchange
contracts  and therefore does not take currency positions exceeding
its  known  financial statement exposures, and does  not  otherwise
trade in currencies.

At September 30, 1999, the Company's only outstanding forward contracts
related  to  formalized  intercompany loans between  the  Company's
European  subsidiaries and are immaterial to the Company's  present
financial  position.  The Company is not currently hedging  any  of
its  foreign currency risks in the Asia Pacific region or its  U.S.
exposures  related  to  foreign currency  denominated  intercompany
loans.

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".   The
national currencies of the participating countries will continue to
exist  through July 1, 2002.  Euro currency will begin to circulate
on January 1, 2002.  With respect to the Company, U.S. and European
business  systems  are  being upgraded  to  accommodate  the  Euro.
Conversion  of all financial systems will be completed  at  various
times  through the remainder of 1999.  The Company is  prepared  to
conduct  business  in  Euros during 1999 with those  customers  and
vendors  who  choose  to  do so.  While the  Company  continues  to
evaluate  the potential impacts of the common currency, at present,
it has not identified any 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 its European markets.  The  Euro
did  not  have  a  significant impact on the Company's  results  of
operations or cash flows in the third quarter or first nine  months
of 1999.


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

The Company incurred a pretax loss from continuing operations of $67.2
million  in the first nine months of 1999 versus pretax  income  of
$17.1  million for the same prior year period.  Income  tax  expense
for  the first nine months of 1999 and 1998 resulted primarily from
estimated    taxes   on   individually   profitable   international
subsidiaries.   The 1998 gain on the sale of the  Company's  Solid
Edge and Engineering Modeling System product lines did not create a
significant  tax liability for the Company due to the  availability
of net operating loss carryforwards to offset earnings.


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

On October 31, 1999, the Company sold its VeriBest, Inc. operating
segment to Mentor Graphics Corporation.  Accordingly, VeriBest's
results of operations have been reported as discontinued operations
in the Company's consolidated statements of operations for the quarters
and  nine  months ended September 30, 1999 and 1998  in  accordance
with  Accounting  Principles Board Opinion No.  30  and  have  been
excluded  from  the  Company's segment  disclosures.   For  further
information  regarding this sale and VeriBest's  operating  results
for  the periods presented, see "Discontinued Operations" preceding
and  Note 2 of Notes to Consolidated Financial Statements contained
in this Form 10-Q.

In third quarter 1999, Intergraph Computer Systems incurred an operating
loss  of $20.2 million on revenues of $85.8 million, compared to  a
third  quarter 1998 operating loss of $15.6 million on revenues  of
$114.3  million.  Year-to-date, ICS has incurred an operating  loss
of  $39.7  million on revenues of $265.2 million,  compared  to  an
operating  loss of $55 million on revenues of $332.9 million  for
the  first nine months of 1998.  These operating losses exclude the
impact  of certain nonrecurring income and operating expense  items
associated with ICS's operations, including the 1998 gain  of  $8.3
million  on  the  sale  of the printed circuit board  manufacturing
facility  and nonrecurring operating charges of approximately  $4.5
million incurred in 1999, primarily for employee termination costs.
ICS's operating loss for third quarter 1999 included the $7 million
inventory write-off resulting from the segment's exit from  the  PC
and  generic server business.  Excluding this charge, third quarter
and  year-to-date  operating losses were $13.2  million  and  $32.7
million,  respectively,  compared  to  operating  losses  of  $15.6
million  and  $55  million, respectively, for the comparable  prior
year  periods.  These loss improvements resulted primarily  from  an
approximate  28%  decline in operating expenses as  the  result  of
headcount reductions achieved in 1998 and 1999.  During 1998, ICS's
headcount  was  reduced  by approximately  33%  as  the  result  of
employee terminations, the outsourcing of manufacturing, and normal
attrition.   Employee terminations and attrition during  the  first
nine  months of 1999 have reduced ICS's headcount by an  additional
33%.    Additional  savings  of  approximately   $2   million   are
anticipated  in  fourth  quarter 1999 as the  result  of  headcount
reductions  achieved in the third quarter.  ICS's 1998  results  of
operations   were  significantly  adversely  impacted  by   factors
associated  with the Company's dispute with Intel, the  effects  of
which  included lost momentum, lost revenue and margin as  well  as
increased  operating expenses, primarily for marketing  and  public
relations expenses.  (See the Company's Form 10-K annual report for
the  year ended December 31, 1998 for a complete description of the
Company's  dispute with Intel and its effects on the operations  of
ICS  and  the  Company.)   ICS's 1998 margins  were  also  severely
impacted  by  volume  and  inventory  value  related  manufacturing
variances incurred prior to the outsourcing of its manufacturing to
SCI   in   fourth  quarter  1998.  Systems  gross  margin   remains
insufficient  to  cover the operating segment's  current  level  of
operating expenses, and revenue levels remain suppressed due to the
loss  of  momentum  caused  by Intel's  actions.   The  Company  is
actively  engaged  in discussions with potential business  partners
for  Intergraph  Computer Systems to help stem the losses  in  this
business unit.

In third quarter 1999, Intergraph Public Safety earned operating
income of $2.4 million on revenues of $24.1 million, compared to third
quarter  1998 operating income of $.7 million on revenues of  $12
million.   Year-to-date, IPS has earned operating  income  of  $7.6
million  on  revenues of $70.2 million versus operating  income  of
$2 million on revenues of $37.5 million in the first nine months
of  1998.   Effective  January 1, 1999, the Utilities  business  of
Intergraph was merged into IPS, increasing the operating  segment's
revenues and operating income for the first nine months of 1999  by
$31.2  million  and  $3.9  million, respectively.   1998  operating
results  for the Utilities business are reflected in the Intergraph
Software operating segment.

In third quarter 1999, the Software business realized an operating
loss of $2.8  million on revenues of $111.3 million, compared to third
quarter 1998 operating income of $5 million on revenues of $126.1
million.   Year-to-date, the Software business has earned operating
income  of  $4.8  million  on revenues  of  $355.9  million  versus
operating  income of $7.3 million on revenues of $395.3 million  in
the  first  nine  months of 1998.  Operating  income  excludes  the
impact  of certain nonrecurring income and operating expense  items
associated  with Software operations, including the  first  quarter
1999  arbitration  settlement charge of $8.6  million,  the  second
quarter  1999  gain on the sale of InterCAP of $11.5  million,  and
third  quarter 1999 nonrecurring operating charges of approximately
$5.8 million, primarily for employee severance costs.  Year-to-date
1998  operating income excludes the $102.8 million gain on the sale
of  the  business unit's Solid Edge and Engineering Modeling System
product  lines and nonrecurring operating charges of $13.8 million,
primarily for asset write-offs and employee terminations.  Declines
in systems revenues and margins, due in part to weakened demand for
ICS  hardware products, have been partially offset by a 14% decline
in  operating  expenses  from the 1998  year-to-date  level.   This
decline   is  due  in  part  to  the  transfer  of  the   Utilities
organization to IPS, but the majority of the expense savings is the
result  of  headcount reductions, particularly  in  the  sales  and
marketing area, as the operating segment has reorganized its  sales
force to align expenses with the volume of revenue generated.

In third quarter 1999, Federal earned operating income of $3.5 million
on revenues of $40.1 million, compared  to  a  third  quarter  1998
operating loss of $4 million on revenues of $41.1 million.  Year-
to-date,  Federal has earned operating income of  $9.1  million  on
revenues of $122.7 million, compared to an operating loss  of  $7.3
million  on  revenues  of $113 million in  the  same  prior  year
period.   The  improvement  from  the  prior  year-to-date   period
resulted primarily from a 36% decline in operating expenses, due in
part  to  headcount reductions and to an increase  in  shipbuilding
software development costs qualifying for capitalization.   Systems
revenue  increased by 2% from the prior year-to-date  level,  while
systems  cost of revenues was down 5%, contributing to  a  5  point
improvement in systems gross margin.  Revenues and margins in  both
1998  and 1999 have been adversely impacted by weakened demand  for
the Company's hardware product offerings.

See Note 14 of Notes to Consolidated Financial Statements for further
explanation and details of the Company's segment reporting.


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

At September 30, 1999, cash totaled $53.1 million as compared to $95.5
million at December 31, 1998.  Cash consumed by operations  in  the
first  nine  months of 1999 totaled $24.6 million,  compared  to  a
consumption of $46.8 million in the first nine months of 1998, both
generally  reflecting the negative cash flow effects  of  operating
losses.   Cash  consumption in the first nine months of  1999  also
included   the   payment  of  $12  million  to   Bentley   Systems,
Incorporated (See "Arbitration Settlement" preceding) and severance
payments  of approximately $4.4 million.  In the first nine  months
of 1998, inventory build-ups consumed $11.9 million in anticipation
of an order level which did not materialize.

Net cash used for investing activities totaled $1.9 million in the
first nine months of 1999, compared to a  $70.3  million  net  cash
generation  in  the  same prior year period.   Year  to  date  1999
investing  activities included $19.9 million in proceeds  from  the
fourth quarter 1998 sale of the Company's manufacturing assets (See
Note  9  of  Notes to Consolidated Financial Statements)  and  $4.1
million net proceeds from the sale of InterCAP.  Year to date  1998
investing  activities included $102 million in  proceeds  from  the
sale  of  the Company's Solid Edge and Engineering Modeling  System
product  lines,  $16  million in proceeds  from  the  sale  of  the
Company's   printed  circuit  board  manufacturing  facility,   and
expenditure  of  $26.3 million for the purchase of  Zydex  software
rights.   Other significant investing activities in the first  nine
months  of  1999  included expenditures for capitalizable  software
development  costs  of  $14.7 million ($8.6 million  for  the  same
period  in  1998) and capital expenditures of $7.9  million  ($12.4
million in the first nine months of 1998), primarily for Intergraph
products  used in hardware and software development and  sales  and
marketing activities. The Company expects that capital expenditures
will  require $12 to $15 million for the full year 1999,  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 $14.9 million and $13.9
million,  respectively, in the first nine months of 1999 and  1998.
Year  to  date  1999  and  1998 financing activities  included  net
repayments   of   debt   of  $16.9  million  and   $16.1   million,
respectively.  This activity relates primarily to borrowings  under
the Company's revolving credit facility and term loan.


Under the Company's January 1997 four year fixed term loan and revolving
credit  agreement,  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  borrowings  of $125 million.  The $25  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.   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 (8.25% at
September 30, 1999) plus .625%.  The agreement requires the Company
to  pay  a  facility fee at an annual rate of .15% of  the  maximum
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, and a monthly agency fee.  At September  30,
1999,  the  Company had outstanding borrowings of $25 million  (the
term  loan),  which  was  classified  as  long-term  debt  in   the
consolidated balance sheet, and an additional $34.8 million of  the
available  credit line was allocated to support letters  of  credit
issued by the Company and the Company's forward exchange contracts.
As  of this same date, the maximum available credit under the  line
was approximately $78 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.   In
addition,  the agreement includes 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.  On October 26, 1999,  the
term  loan  and security agreement was amended such  that  for  the
quarter  ended  September 30, 1999, the minimum net worth  covenant
was  reduced  to  $260  million.   The  Company  is  currently   in
negotiations  with its primary lender to modify the  terms  of  the
term loan and revolving credit facility to provide the Company with
greater  liquidity  and reduce the associated costs  of  borrowing.
The  Company  has  received the commitment of the lender  for  such
provisions, subject to further syndication of the revised agreement
and  final negotiation of the terms.  It is anticipated that a  new
agreement  will  be  in place and available during  fourth  quarter
1999.

At September 30, 1999, the Company had approximately $59 million in
debt on which interest is charged under various floating rate
arrangements, primarily under its  term  loan and revolving  credit
agreement, mortgages, and an Australian term loan.  The Company is
exposed to market risk of future increases in interest rates on these
loans, with the exception of the Australian term loan, on which the
Company has entered into an interest rate swap agreement.

In  November 1998, the Company sold substantially all of  its  U.S.
manufacturing inventory and assets to SCI Technology Inc.  ("SCI"),
a  wholly  owned subsidiary of SCI Systems, Inc.  As part  of  this
transaction,  SCI retained the option to sell to  the  Company  any
inventory included in the initial sale which had not been  utilized
in  the manufacture and sale of finished goods within six months of
the  date of sale (the "unused inventory").  On June 30, 1999,  SCI
exercised  this  option  and sold to the Company  unused  inventory
having  a  value of approximately $10.2 million in exchange  for  a
cash  payment  of  $2  million  and a short-term  installment  note
payable  in  the principal amount of $8.2 million.  This  note  was
payable  in  three monthly installments due August 2, September  1,
and  October  1,  1999  and bore interest at  a  rate  of  9%.   At
September  30,  1999,  approximately $2.7 million  was  outstanding
under  the  note  payable and is included in "Short-term  debt  and
current  maturities  of long-term debt" in the September  30,  1999
consolidated  balance sheet.  The Company's payments  to  SCI  were
funded primarily with existing cash balances.

The Company is not currently generating cash from its operations, but
expects improvement in its operating cash flow as a result  of  the
headcount reductions and other expense savings actions taken during
the third quarter.  However, fourth quarter 1999 cash flow will  be
negatively  impacted  by  the payment of  accrued  severance  costs
associated with the third quarter reduction in force.  The  Company
is  managing its cash very closely; however, in the near  term,  it
must  increase its sales volume and/or align its operating expenses
more closely with the level of revenue being generated if it is  to
fund  its operations without reliance on funds generated from asset
sales and from external financing.




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 ending December 31, 1998.




                INTERGRAPH CORPORATION AND SUBSIDIARIES


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

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

       On  October 12, 1999, the U.S. District Court, the Northern
       District  of  Alabama, Northeastern Division (the  "Alabama
       Court")  reversed its June 4, 1999 order  which  had  ruled
       that  Intel  had  no  license to use the Company's  Clipper
       patents.   The order dismissed the Company's patent  claims
       against   Intel.    (For  further  background   information
       regarding  this  patent  dispute and  the  Company's  other
       complaints  against  Intel, see  the  Company's  Form  10-K
       annual  report for the year ended December 31, 1998.)   The
       Company  is confident that Intel has no license to use  the
       Clipper  patents  and  believes that the  court's  original
       decision  on this issue was correct.  On October 15,  1999,
       the  Company  filed a Notice of Appeal with  the  Court  of
       Appeals for the Federal Circuit (the "Appeals Court").   No
       decision has been entered.

       On   November  5,  1999,  the  Appeals  Court  vacated  the
       Preliminary  Injunction  that  had  been  entered  by   the
       Alabama Court April 10, 1998 which had enjoined Intel  from
       cutting  off shipments to the Company of chips and advanced
       product  information.  The Company is unable  to  determine
       at  this  time  whether this ruling will  have  a  material
       effect on the Company's operations.

       During the course of the Intel Litigation, the Company  has
       employed a variety of experts to prepare estimates  of  the
       damages  suffered  by the Company under various  claims  of
       injury  brought  by  the Company in  this  litigation.  The
       following  damage estimates were provided to Intel  in  the
       August/September  1999 time frame  in  due  course  of  the
       litigation  process: estimated damages for  injury  covered
       under  non-patent claims through June, 1999 - $100 million;
       estimated additional damages for injury covered under  non-
       patent   claims  through  December,  2003  -  $400  million
       subject  to  present-value reduction.   These  numbers  are
       estimates  only  and  any  recovery  of  damages  in   this
       litigation   could  be  substantially   less   than   these
       estimates  or  substantially greater than  these  estimates
       depending   on  a  variety  of  factors  that   cannot   be
       determined  at  this  time.   Factors that  could  lead  to
       recovery  substantially less that these estimates  include,
       but  are not limited to:  the failure of the Alabama  Court
       or  the Appeals Court to sustain the legal basis for one or
       more  of  the Company's claims; the failure of the jury  to
       award   amounts  consistent  with  these  estimates;    the
       failure  of  the  Alabama Court or  the  Appeals  Court  to
       sustain  any  jury award in amounts consistent  with  these
       estimates;  the  settlement by the  Company  of  the  Intel
       Litigation  which  settlement  includes  payment   to   the
       Company  in  an  amount inconsistent with these  estimates;
       the  failure  of the Company to successfully defend  itself
       from Intel's patent counterclaims in the Alabama Court  and
       in  the Appeals Court and a consequential recovery by Intel
       for  damages  and/or  a  permanent injunction  against  the
       Company.     Factors   that   could   lead   to    recovery
       substantially  greater  than these estimates  include,  but
       are  not  limited to, success by the Company in  recovering
       punitive damages on one or more of its non-patent claims.

       The trial is scheduled for June 12, 2000.






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

     (a)  Exhibit 10(a), agreement between Intergraph Corporation
          and Green Mountain, Inc., dated April 1, 1999.  *(1)

          Exhibit  10(b), Intergraph Corporation 1997 Stock Option
          Plan (3) and amendment dated January 11, 1999. * (4)

          Exhibit  10(c), Loan and Security Agreement, by and between
          Intergraph  Corporation and Foothill  Capital  Corporation,
          dated  December 20, 1996 and amendments dated  January  14,
          1997  (3),  November 25, 1997 (2), October  30,  1998  (5),
          April 29, 1999 (6), and October 26, 1999.

          Exhibit 27, Financial Data Schedule


          *Denotes   management   contract  or   compensatory   plan,
          contract,  or  arrangement  required  to  be  filed  as  an
          exhibit to this Form 10-Q.


           (1) Incorporated by reference to exhibit filed with  the
               Company's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 1999, under the Securities Exchange Act of
               1934, File No. 0-9722.

           (2) Incorporated by reference to exhibits filed with the
               Company's Annual Report on Form 10-K for the year ended
               December 31, 1997, under the Securities Exchange Act of
               1934, File No. 0-9722.

           (3) Incorporated by reference to exhibits filed with the
               Company's Annual Report on Form 10-K for the year ended
               December 31, 1996, under the Securities Exchange Act of
               1934, File No. 0-9722.

           (4) Incorporated by reference to exhibit filed with  the
               Company's Registration Statement on Form S-8 dated May 24,
               1999, under the Securities Exchange Act of 1933, File No.
               333-79137.

           (5) Incorporated by reference to exhibit filed with  the
               Company's Current Report on Form   8-K dated November 13,
               1998,  under the Securities Exchange Act of 1934,  File
               No. 0-9722.

           (6) Incorporated by reference to exhibit filed with  the
               Company's Quarterly Report on Form 10-Q for the quarter
               ended June 30, 1999, under the Securities Exchange Act of
               1934, File No. 0-9722.

     (b)  There were no reports on Form 8-K filed during the
          quarter ended September 30, 1999.



           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 W. Meadlock           By: /s/ John W. Wilhoite
    ---------------------               --------------------
    James W. Meadlock                   John W. Wilhoite
    Chairman of the Board and           Executive Vice President and
    Chief Executive Officer             Chief Financial Officer
                                        (Principal Financial and
                                        Accounting Officer)


Date:  November 12, 1999            Date:  November 12, 1999