AMENDMENT NUMBER FIVE TO
                  LOAN AND SECURITY AGREEMENT


          This   AMENDMENT  NUMBER  FIVE  TO  LOAN  AND  SECURITY
AGREEMENT  (this "Amendment") is entered into as of  October  26, 1999,
by  and between Foothill Capital Corporation, a California corporation
("Foothill"),  on  the  one  hand,  and   Intergraph Corporation, a
Delaware corporation ("Borrower"), with  reference to the following facts:

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

     B.   Borrower has requested Foothill to amend the Agreement to, among
          other things, reduce the minimum Net Worth covenant for Borrower's
          fiscal quarter ending September 30, 1999 as set forth in this
          Amendment;

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

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

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

          1.   Amendments to the Agreement.  Section 7.20(b) of the Agreement
hereby  is amended such that for  the  fiscal  quarter ending September 30,
1999, the minimum Net Worth covenant amount shall be reduced from
$300,000,000 to $260,000,000.

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

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

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

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

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

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

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

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

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

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

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

          6.   Miscellaneous.

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

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

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

          [Remainder of page left intentionally blank.]

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



                              FOOTHILL CAPITAL CORPORATION,
                              a California corporation



                                By:  /s/ Victor Barwig
                                     ___________________________

                                     Title: Vice President
                                            ____________________



                              INTERGRAPH CORPORATION, a Delaware
                              corporation



                                By:  /s/ Eugene H. Wrobel
                                     ___________________________

                                     Title:  VP & Treasurer
                                             ___________________


                           EXHIBIT A
                           _________

                     Reaffirmation and Consent

          All  capitalized  terms used herein but  not  otherwise defined
herein shall have the meanings ascribed to them in  that certain  Amendment
Number Five to Loan and  Security  Agreement, dated  as  of  October 26, 1999
(the "Amendment").  Each  of  the undersigned  hereby (a) represents and
warrants to Foothill  that the  execution,  delivery, and performance of this
Reaffirmation and  Consent  are  within its corporate powers, have been duly
authorized  by  all necessary corporate action, and are  not in contravention
of  any law, rule, or regulation,  or  any  order, judgment,  decree, writ,
injunction, or award of any  arbitrator, court,  or governmental authority,
or of the terms of its charter or bylaws, or of any contract or undertaking
to which it is a party or by which any of its properties may be bound or
affected; (b)  consents to the amendment of the Agreement by the Amendment;
(c)  acknowledges and reaffirms its obligations owing to Foothill under the
Pledge Agreement and any other Loan Documents to which it is party; and
(d) agrees that each of the Pledge Agreement and any  other  Loan Documents
to which it is a party  is  and  shall remain in full force and effect.
Although each of the undersigned has been informed of the matters set forth
herein and has acknowledged and agreed to same, it understands that Foothill
has no obligation to inform it of such matters in the future or to seek its
acknowledgement or agreement to future amendments, and nothing herein shall
create such a duty.



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



                                By:  /s/ John W. Wilhoite
                                     ___________________________

                                     Title:  EVP & CFO
                                             ___________________

                                     John W. Wilhoite


                              INTERGRAPH DELAWARE, INC., a Delaware
                              corporation



                                By:  /s/ John W. Wilhoite
                                     ___________________________

                                     Title: EVP & CFO
                                            ___________________

                                     John W. Wilhoite