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

                           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 March 31, 2001

                                OR

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

            For the transition period from          to


                   Commission file number 0-9722


                           INTERGRAPH CORPORATION
       ------------------------------------------------------
       (Exact name of registrant as specified in its charter)

          Delaware                                 63-0573222
-------------------------------      ------------------------------------
(State or other jurisdiction of      (I.R.S. Employer Identification No.)
incorporation or organization)

          Intergraph Corporation
           Huntsville, Alabama                              35894-0001
----------------------------------------                    ----------
(Address of principal executive offices)                    (Zip Code)

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


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

    Common stock, par value  $.10 per share:  49,641,309 shares
                 outstanding as of March 31, 2001


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


                      INTERGRAPH CORPORATION
                            FORM 10-Q *
                          March 31, 2001

                               INDEX






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

   Item 1.  Financial Statements

            Consolidated Balance Sheets at March 31, 2001 and
                December 31, 2000

            Consolidated Statements of Operations for
                the quarters ended March 31, 2001 and 2000

            Consolidated Statements of Cash Flows for the
               quarters ended March 31, 2001 and 2000

            Notes to Consolidated Financial Statements

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

   Item 3.  Quantitative and Qualitative Disclosures About
            Market Risk


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

   Item 1.  Legal Proceedings

   Item 6.  Exhibits and Reports on Form 8-K


SIGNATURES






*  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
and this Form 10-Q.

PART I.  FINANCIAL INFORMATION


              INTERGRAPH CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS
                            (Unaudited)

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

Assets
  Cash and cash equivalents                           $114,504       $119,848
  Accounts receivable, net                             180,185        178,862
  Inventories                                           20,135         25,290
  Other current assets                                  47,114         53,475
-------------------------------------------------------------------------------
      Total current assets                             361,938        377,475
  Investments in affiliates                             22,980         14,262
  Capitalized software development costs                23,749         23,871
  Other assets                                          44,330         42,971
  Property, plant, and equipment, net                   54,906         56,329
-------------------------------------------------------------------------------
      Total Assets                                    $507,903       $514,908
===============================================================================

Liabilities and Shareholders' Equity
  Trade accounts payable                              $ 35,091       $ 35,224
  Accrued compensation                                  33,605         33,257
  Other accrued expenses                                55,730         61,591
  Billings in excess of sales                           44,870         46,603
  Income taxes payable                                  12,276         10,984
  Short-term debt and current maturities of
   long-term debt                                        7,743          5,765
-------------------------------------------------------------------------------
      Total current liabilities                        189,315        193,424
-------------------------------------------------------------------------------
  Deferred income taxes                                  6,614          6,604
  Long-term debt                                        20,459         25,265
  Other noncurrent liabilities                           3,473          4,612
-------------------------------------------------------------------------------
      Total noncurrent liabilities                      30,546         36,481
-------------------------------------------------------------------------------
  Minority interest in consolidated subsidiaries         7,166          7,003
-------------------------------------------------------------------------------
  Shareholders' equity:
   Common stock, par value $.10 per share -
     100,000,000 shares authorized;
     57,361,362 shares issued                            5,736          5,736
   Additional paid-in capital                          213,168        214,079
   Retained earnings                                   193,293        188,326
   Accumulated other comprehensive loss                (18,773)       (15,931)
-------------------------------------------------------------------------------
                                                       393,424        392,210
   Less - cost of 7,720,053 treasury shares at
    March 31, 2001 and 7,836,452 treasury shares
    at December 31, 2000                              (112,548)      (114,210)
-------------------------------------------------------------------------------
      Total shareholders' equity                       280,876        278,000
-------------------------------------------------------------------------------
      Total Liabilities and Shareholders' Equity      $507,903       $514,908
===============================================================================

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

              INTERGRAPH CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF OPERATIONS
                            (Unaudited)


------------------------------------------------------------------
Quarter Ended March 31,                        2001        2000
------------------------------------------------------------------
(In thousands except per share amounts)

Revenues
 Systems                                   $ 82,183    $134,338
 Maintenance                                 34,218      42,308
 Services                                    27,721      22,759
------------------------------------------------------------------
   Total revenues                           144,122     199,405
------------------------------------------------------------------

Cost of revenues
 Systems                                     44,862      86,091
 Maintenance                                 19,380      22,597
 Services                                    21,471      18,489
------------------------------------------------------------------
   Total cost of revenues                    85,713     127,177
------------------------------------------------------------------

   Gross profit                              58,409      72,228

Product development                          13,105      13,961
Sales and marketing                          22,185      32,937
General and administrative                   20,606      24,972
Reorganization charges (credit)              (  384)        ---
------------------------------------------------------------------

   Income from operations                     2,897         358

Gains on sales of assets                      4,831       3,633
Interest expense                             (  561)     (1,176)
Other income (expense) - net                    363         435
------------------------------------------------------------------

   Income before income taxes and
    minority interest                         7,530       3,250

Income tax expense                           (2,400)     (1,400)
------------------------------------------------------------------

   Income before minority interest            5,130       1,850

Minority interest in earnings of
 consolidated subsidiaries                   (  163)     (  825)
------------------------------------------------------------------

   Net income                              $  4,967    $  1,025
==================================================================

   Net income per share -
    basic and diluted                      $    .10    $    .02
==================================================================

Weighted average shares outstanding -
      Basic                                  49,569      49,254
      Diluted                                50,960      49,475
==================================================================

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


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

-----------------------------------------------------------------------
Quarter Ended March 31,                           2001          2000
-----------------------------------------------------------------------
(In thousands)

Cash Provided By (Used For):
Operating Activities:
  Net income                                  $  4,967       $ 1,025
  Adjustments to reconcile net income to net
  cash provided by operating activities:
   Depreciation                                  2,965         4,198
   Amortization                                  3,178         6,352
   Gains on sales of assets                     (4,831)       (3,633)
   Net changes in current assets and
    liabilities                                 (3,664)        2,046
-----------------------------------------------------------------------
   Net cash provided by operating activities     2,615         9,988
-----------------------------------------------------------------------

Investing Activities:
  Net proceeds from sales of assets              1,468         5,821
  Purchases of property, plant, and equipment   (1,805)       (2,259)
  Capitalized software development costs        (  692)       (5,857)
  Business acquisitions                         (2,828)       (1,009)
  Other                                         (  129)       (  402)
-----------------------------------------------------------------------
   Net cash used for investing activities       (3,986)       (3,706)
-----------------------------------------------------------------------

Financing Activities:
  Gross borrowings                               2,787           ---
  Debt repayment                                (5,123)      (   437)
  Proceeds of employee stock purchases and
   exercise of stock options                       751           462
-----------------------------------------------------------------------
   Net cash provided by (used for)
    financing activities                        (1,585)           25
-----------------------------------------------------------------------
Effect of exchange rate changes on cash         (2,388)       (1,408)
-----------------------------------------------------------------------
Net increase (decrease) in cash and
 cash equivalents                               (5,344)        4,899
Cash and cash equivalents at beginning
 of period                                     119,848        88,513
-----------------------------------------------------------------------
Cash and cash equivalents at end of period    $114,504       $93,412
=======================================================================

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 ended March 31,  2000  to  provide
         comparability with the current period presentation.

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

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

         -----------------------------------------------------------
                                  March 31,       December 31,
                                    2001             2000
         -----------------------------------------------------------
         (In thousands)

         Raw materials            $ 6,625          $ 6,124
         Work-in-process            2,583            3,850
         Finished goods             3,611            6,077
         Service spares             7,316            9,239
         -----------------------------------------------------------
         Totals                   $20,135          $25,290
         ===========================================================

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

NOTE 4:  Property,  plant,  and equipment - net includes  allowances
         for  depreciation of $160,474,000 and $165,437,000 at March
         31, 2001 and December 31, 2000, respectively.

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

NOTE 6:  Gains  on  sales  of assets. During the first  quarters  of
         2001  and  2000, the Company recognized gains of $4,831,000
         and   $3,633,000,  respectively,  from  sales  of   various
         noncore divisions, product lines, and real estate.   For  a
         complete  discussion,  see  "Gains  on  Sales  of   Assets"
         included   in  Management's  Discussion  and  Analysis   of
         Financial Condition and Results of Operations in this  Form
         10-Q.

NOTE 7:  As  part  of  the proceeds of the April 1999  sale  of  its
         InterCAP  subsidiary,  the Company  received  a  $5,797,000
         convertible  subordinated debenture from  Micrografx,  Inc.
         due  on  March 31, 2002.  (See the Company's Annual  Report
         on  Form  10-K for the year ended December 31, 2000  for  a
         summary  of the conversion features of the debenture.)   In
         fourth  quarter  2000,  the Company recorded  a  $5,000,000
         write-down  of  the  value of this  debenture  due  to  the
         financial    and    operational   difficulties    currently
         experienced by Micrografx, and in first quarter  2001,  the
         Company  wrote  off the remaining value of  the  debenture.
         The  first  quarter 2001 write-off of $797,000 is  included
         in  "Other  income (expense) - net" in the Company's  first
         quarter  2001  consolidated statement of  operations.   The
         Company's recorded value for the debenture at December  31,
         2000  is  included  in  "Other  assets"  in  the  Company's
         consolidated  balance sheet as of that date.   The  Company
         continues  to monitor the financial condition of Micrografx
         closely,  but at present, is unable to accurately  estimate
         the  value,  if any, that will be ultimately realized  from
         payment  or  conversion of the debenture. The Company  does
         not  anticipate conversion of the debenture by either party
         in the near term.

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

NOTE 9:  Comprehensive income (loss) includes net income as well  as
         all  other  nonowner changes in equity.  In  first  quarter
         2001,    the   Company's   comprehensive   income   totaled
         $2,125,000,  compared to a comprehensive loss  of  $943,000
         in  first quarter 2000.  These comprehensive income  (loss)
         amounts  differ from net income due primarily to negative
         foreign    currency   translation   adjustments    totaling
         $2,275,000  in first quarter 2001 and $1,968,000  in  first
         quarter  2000,  resulting primarily from  strengthening  of
         the  U.S.  dollar with respect to the Company's net  assets
         in  Europe.   First quarter 2001 comprehensive income  also
         included  a  $567,000  unrealized  holding  loss   on   the
         Company's common stock holdings of 3Dlabs, Inc. Ltd.   (See
         "Gains   on  Sales  of  Assets"  included  in  Management's
         Discussion and Analysis of Financial Condition and  Results
         of Operations in this Form 10-Q.)

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

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

         ------------------------------------------------------------------
                                   Cash Provided By (Used For) Operations
         Quarter Ended March 31,              2001         2000
         ------------------------------------------------------------------
         (In thousands)

         (Increase) decrease in:
           Accounts receivable, net        $( 4,770)     $18,226
           Inventories                        4,262        5,368
           Other current assets             (   379)       2,918
         Increase (decrease) in:
           Trade accounts payable               580      ( 4,545)
           Accrued compensation and other
            accrued  expenses               ( 3,980)     (12,916)
           Income  taxes  payable             1,320      (   998)
           Billings in excess of sales      (   697)     ( 6,007)
         ------------------------------------------------------------------
         Net changes in current assets
          and liabilities                  $( 3,664)     $ 2,046
         ==================================================================

         Significant  noncash  investing and financing  transactions
         in  first  quarter 2001 included the receipt of common stock
         with a value of approximately $10,000,000 as additional
         consideration for the third quarter 2000 sale of the Company's
         Intense3D graphics accelerator division and a $4,300,000 increase
         to a note receivable as additional consideration for the fourth
         quarter 2000 sale of its civil, plotting, and raster product
         lines. For a complete discussion of these transactions, see
         "Gains on Sales of Assets" included in Management's Discussion
         and Analysis of Financial Condition and Results of Operations
         in  this  Form  10-Q.  Investing and financing transactions
         in  first  quarter 2000 that did not require cash  included
         the  termination  of  a  long-term  lease  on  one  of  the
         Company's  facilities.   The  Company  accounted  for  this
         lease as a financing, and upon termination, long-term  debt
         of   $8,300,000  and  property,  plant,  and  equipment  of
         $6,500,000 were removed from the Company's books.

NOTE 11: Business  Acquisitions.  In January 1999, the  Company
         acquired PID, an Israeli software development company,  for
         $5,655,000.   At  closing, the Company paid  $2,180,000  in
         cash,  with  the  remainder  due  in  varying  installments
         through   February  2002.   The  Company  made  installment
         payments  totaling  $1,009,000 in both first  quarter  2001
         and  first  quarter 2000.  These payments are reflected  in
         "Business   acquisitions"  in  the  Company's  consolidated
         statements  of  cash flows.  The accounts  and  results  of
         operations  of  PID have been combined with  those  of  the
         Company's  Process and Building Solutions ("PBS")  business
         segment  since the date of acquisition using  the  purchase
         method  of  accounting.  This acquisition  has  not  had  a
         material effect on the Company's results of operations.

         In  January 2001, the Company acquired the MARIAN materials
         management  business  unit from debis  Systemhaus  Industry
         GmbH  of  Germany  for  a  purchase  price  consisting   of
         2,000,000  Euros  paid at closing and  additional  payments
         due  March 1, 2002 and 2003 to be calculated as 15% of  the
         annual  revenues  earned by the Company from  the  sale  of
         MARIAN  products  in  2001  and  2002,  respectively.   The
         Company's  payment at closing approximated  $1,819,000  and
         is  included  in "Business acquisitions" in  the  Company's
         consolidated statement of cash flows for the quarter  ended
         March 31, 2001.  The accounts and results of operations  of
         MARIAN  have  been  combined with those of  PBS  since  the
         January  1,  2001  effective date of the acquisition  using
         the  purchase  method of accounting.  This acquisition  has
         not  had  a  material  effect on the Company's  results  of
         operations.

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

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

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

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

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

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

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

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

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

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

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

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

         The  following  table  sets forth  revenues  and  operating
         income  (loss)  by business segment for the quarters  ended
         March 31, 2001 and 2000.

         ----------------------------------------------------
         Quarter Ended March 31,            2001      2000
         ----------------------------------------------------
         (In thousands)

         Revenues:
         PBS:
         Unaffiliated customers          $28,720   $31,702
         Intersegment revenues             1,134     2,904
         ----------------------------------------------------
                                          29,854    34,606
         ----------------------------------------------------
         IPS:
         Unaffiliated customers           29,705    28,607
         Intersegment revenues               632       138
         ----------------------------------------------------
                                          30,337    28,745
         ----------------------------------------------------
         Mapping and GIS Solutions:
         Unaffiliated customers           32,572    39,719
         Intersegment revenues             1,916     2,830
         ----------------------------------------------------
                                          34,488    42,549
         ----------------------------------------------------
         IGS:
         Unaffiliated customers           36,097    39,808
         Intersegment revenues             2,155     5,297
         ----------------------------------------------------
                                          38,252    45,105
         ----------------------------------------------------
         Z/I Imaging:
         Unaffiliated customers            8,831     7,938
         Intersegment revenues             2,354     4,132
         ----------------------------------------------------
                                          11,185    12,070
         ----------------------------------------------------
         International Hardware Maintenance:
         Unaffiliated customers            2,230     8,775
         Intersegment revenues             2,430     5,739
         ----------------------------------------------------
                                           4,660    14,514
         ----------------------------------------------------
         Mid World:
         Unaffiliated customers            2,949     6,219
         Intersegment revenues               ---       ---
         ----------------------------------------------------
                                           2,949     6,219
         ----------------------------------------------------
         ICS:
         Unaffiliated customers              ---    35,613
         Intersegment revenues               ---     9,473
         ----------------------------------------------------
                                             ---    45,086
         ----------------------------------------------------
         Corporate:
         Unaffiliated customers            3,018     1,024
         Intersegment revenues             1,111     3,743
         ----------------------------------------------------
                                           4,129     4,767
         ----------------------------------------------------
                                         155,854   233,661
         ----------------------------------------------------
         Eliminations                    (11,732)  (34,256)
         ----------------------------------------------------
         Total revenues                 $144,122  $199,405
         ====================================================

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

         PBS                            $  1,276  $  3,758
         IPS                               1,099       767
         Mapping and GIS Solutions         3,388     2,501
         IGS                               3,267     3,172
         Z/I Imaging                       1,600     2,737
         International Hardware
          Maintenance                    (   315)      147
         Mid World                       ( 2,894)  (    28)
         ICS                                 ---   ( 4,622)
         Corporate                       ( 4,524)  ( 8,074)
         ----------------------------------------------------
         Total                          $  2,897  $    358
         ====================================================

         Significant  profit and loss items that were not  allocated
         to  the  segments  and not included in the  analysis  above
         include  gains  on  sales  of  assets  of  $4,831,000   and
         $3,633,000 in first quarter 2001 and 2000, respectively.

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

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

NOTE 14: Mid  World.   In  first  quarter  2001,  the  Company
         announced  its  intention to sell  its  operations  in  the
         Middle  East  and  convert them into distributorships.   In
         April  2001, the Company closed the sales of it  operations
         in  Turkey  and  Kuwait.  Neither of these operations  were
         material  to the Company, and the sale of these  operations
         will   not   have  a  material  impact  on  the   Company's
         consolidated operating results or cash flow.  During  first
         quarter  2001, in  connection with its ongoing  efforts  to
         sell  the  remainder of its Middle Eastern operations,  the
         Company  performed  a detailed review  of  all  outstanding
         contracts, commitments, and receivables in the  region.   A
         memorandum  of understanding was reached on the anticipated
         completion   of  the  largest  contract  in   the   region,
         resulting  in  charges  to  Mid World  operations  totaling
         $1,629,000  in  the  first quarter,  including  a $923,000
         increase  to cost of sales for projected cost overruns  and
         a  $706,000  charge  to general and administrative  expense
         for  the  settlement  of outstanding  receivables  for  the
         project.   The  Company  does  not  expect  to  incur   any
         additional  material  losses as the  result  of  the  final
         sales  or  closures of the remaining operations, which  are
         targeted  for completion by the end of third quarter  2001.
         For  first  quarter 2001, consolidated revenues and  after-
         tax  loss  for the Middle East region totaled approximately
         $2,949,000  and  $3,130,000,  respectively. Net assets  for
         the region totaled approximately $9,000,000  at March 31, 2001.


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

SUMMARY
-------

Earnings.  In first quarter 2001, the Company earned net  income
of  $.10  per share on revenues of $144.1 million, compared  to
first  quarter  2000 net income of $.02 per share on  revenues  of
$199.4 million. First quarter 2001 income from operations was $.06
per  share  versus  $.01 per share for first  quarter  2000.   The
improvement is primarily the result of a 22% decline in  operating
expenses.

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

Additional  severance  costs,  primarily  for  planned   headcount
reductions in Europe, will be incurred in the second quarter,  but
are not expected to  be significant. The Company also continues to
pursue additional real estate sales and facilities consolidation.
If completed as planned, these sales should provide substantial cash
to the Company as well as reductions in operating costs.

The  Company's worldwide business plan for 2001 provides for total
revenues  of  $585  million  and income  from  operations  of  $24
million.   To  achieve this plan and maintain  profitability,  the
Company  must attain revenue growth and successfully complete  its
efforts  to align operating expenses with the projected  level  of
revenue.

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

In  first  quarter 2001, the Company reported an  additional  gain
from  the  BSI  transaction of approximately $4.3 million  as  the
initial consideration for the sale, as well as the Company's  note
receivable   from  BSI,  was  increased  based  upon   a   revised
calculation  of transferred maintenance revenues for the  products
sold  to BSI, as provided for in the original sale agreement. This
additional gain is included in "Gains on sales of  assets"  in
the  Company's first  quarter  2001  consolidated statements
of operations and cash flows.   The outstanding  amount
of  the  Company's note receivable from BSI totaled  approximately
$14.6  million  at  March 31, 2001 ($11 million  at  December  31,
2000), the $11 million noncurrent portion of which is reflected in
"Other assets" in the Company's consolidated balance sheet  as  of
that  date.   The  current  portion  of  the  note  receivable  is
reflected  in "Other current assets".  The agreement provides  for
additional  consideration to be calculated based  on  renewals  of
maintenance  contracts through December 1, 2001 for  the  products
sold  to  BSI, although nothing has been recorded to date for  the
proceeds  contingent on maintenance contract  renewals.   Revenues
for the product lines sold to BSI approximated $28 million and $35
million  in 2000 and 1999, respectively. Under the agreement,  the
Company  continues  to sell and support MicroStation  and  certain
other BSI products through reseller agreements with BSI.

In  first  quarter 2001, the Company also reported a  $.6  million
additional  gain from the 3Dlabs transaction.  This gain  was  the
result  of  the final calculation and settlement of  the  earn-out
provisions  with 3Dlabs.  The total earn-out of $10 million,  $8.6
million  of  which  was accrued by the Company in  fourth  quarter
2000, was paid to the Company in first quarter 2001 in the form of
stock  of  3Dlabs, increasing the Company's ownership interest  in
3Dlabs to approximately 37%, although this interest is subject to  a
registration  rights agreement and a three year irrevocable  proxy
granted  to  3Dlabs.  The 7,591,285 shares of 3Dlabs common  stock
received   in  satisfaction  of  the  earn-out  had  a  value   of
approximately $9.1 million on March 31, 2001 and $8.8  million  as
of  May 11, 2001.  The market value of these shares is included in
"Investments  in affiliates" in the Company's March 31, 2001
consolidated balance sheet, along with its other holdings of 3Dlabs, and
revaluation adjustments for the decline in the market value of the
stock  since the date of settlement is recorded as a component  of
"Accumulated other comprehensive loss".  The amount accrued by the
Company at December 31, 2000 with respect to the earn-out provisions
is reflected in "Other current assets" in its December 31, 2000
consolidated balance sheet, and the additional first quarter 2001
gain is included  in "Gains  on  sales of assets" in the Company's
first quarter 2001 consolidated statements of operations and cash
flows. Full  year 1999  third-party revenue for the Intense3D division
approximated $38 million, with  operating results at an approximate
breakeven level.   For  the  six  months ended June 30, 2000,  the
division earned  an operating income of approximately $8.5 million
on third party revenues of $34 million.


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

Reorganization  Charges (Credit).  During the  three  years  ended
December  31, 2000, the Company implemented various reorganization
actions in an effort to restore the Company to profitability.  For
a complete discussion, see the Company's Annual Report on Form 10-
K  for  the  year  ended  December 31,  2000.   Cash  outlays  for
severance  related to these actions approximated $2.5 million  and
$2.8 million in the first quarters of 2001 and 2000, respectively.
Additionally,  during  first  quarter  2001,  European   severance
liabilities  totaling approximately $.4 million were  reversed  as
the  Company's new business segments, in response to unanticipated
attrition,  hired  or  are rehiring some of  the  employees  whose
positions had been eliminated by the 2000 reorganization plan.  In
addition,  a  few  of the terminated employees  left  the  Company
voluntarily,    further   reducing   the    Company's    severance
requirements.   The $.4 million expense reversal is  reflected  in
"Reorganization  charges  (credit)"  in  the  first  quarter  2001
consolidated  statement of operations.  At  March  31,  2001,  the
total  remaining accrued liability for severance relating  to  the
2000  reductions in force was approximately $1.1 million  compared
to   approximately  $4  million  at  December  31,  2000.    These
liabilities  are  reflected in "Other  accrued  expenses"  in  the
Company's  consolidated balance sheets.   The  related  costs  are
expected  to be paid in second and third quarter 2001  and  relate
primarily  to  severance liabilities in European countries,  where
typically several months are required for settlement.

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

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

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

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

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

Orders.   First quarter systems and services orders totaled  $81.3
million,  down 43% from the first quarter 2000 level and 27%  from
fourth  quarter 2000.  U.S. and international orders  declined  by
37%  and 48%, respectively, from the prior year period, and by 16%
and  34% from the fourth quarter 2000 level.  The decline from the
prior  year  period,  both  in the U.S.  and  internationally,  is
primarily  attributable to the Company's exit  from  the  hardware
business,  though  weakness was noted in  the  Company's  software
segments  as well.  The Company believes the weakness in  software
orders  is  due  in  part to the U.S. economic  slowdown  and  the
general  reluctance  of  companies to make  large  investments  in
software systems in the face of weak markets.  Additionally, first
quarter  orders  are  typically lower than  those  of  the  fourth
quarter  due to decreased activity levels, and orders of  the  IPS
and  IGS business segments were reduced due to the delayed signing
of  large  contracts which will be reflected as orders  in  second
quarter  2001.  The international orders decline from  the  fourth
quarter 2000 level was concentrated primarily in the Middle  East,
where  efforts  have  been  focused  primarily  on  selling  their
operations  rather than on developing new business.  International
orders  have also been adversely affected by the strengthening  of
the  U.S.  dollar, particularly in Europe.  The Company  estimates
that  this strengthening of the dollar accounted for approximately
9%  of  the decline in international orders from the first quarter
2000 level.

Revenues.   Total  revenues  for first quarter  2001  were  $144.1
million,  down approximately 28% from first quarter 2000 and  flat
with  the  fourth quarter 2000 level.  With respect to  the  prior
year  period,  declines in the Company's systems  and  maintenance
revenues  as  a  result of the Company's exit  from  the  hardware
business  in  third  quarter 2000 have been  partially  offset  by
growth in the Company's services business.

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

Sales  outside  the U.S. represented approximately  47%  of  total
revenues  in first quarter 2001, down from 52% for the  full  year
2000.  The decline can be primarily attributed to the Asia Pacific
region,  where  hardware  sales, primarily  in  Japan,  previously
represented  a  significant  portion of  its  business.   European
revenues  were  28% of total revenues for first quarter  2001,  up
slightly from the full year 2000 level.

Systems.  Systems revenue for the first quarter was $82.2 million,
down  39% from the corresponding prior year period and up 6%  from
the  fourth  quarter  2000  level.  Factors  cited  previously  as
contributing  to  the decline in orders, primarily  the  Company's
exit  from  hardware  development, have  also  adversely  affected
systems revenues.

Maintenance.  Revenues from maintenance of Company systems totaled
$34.2  million in first quarter 2001, down 19% from the same prior
year  period  and  8%  from fourth quarter  2000.   The  Company's
hardware maintenance business continues to decline as a result  of
its  exit  of the hardware business, and the Company expects  this
trend  to continue as its installed customer base declines.  First
quarter  2001 maintenance revenues were also reduced in comparison
to the prior year periods as a result of the sale of the Company's
civil,  plotting and raster software product lines, including  the
associated  maintenance contracts, to BSI in December 2000.   (See
"Gains on Sales of Assets" preceding.)

Services.  Services revenue, consisting primarily of revenues from
Company  provided training and consulting, totaled  $27.7  million
for  the  quarter, up 22% from the prior year period and  down  7%
from  fourth  quarter  2000.  Services are  becoming  increasingly
significant  to the Company's business, representing approximately
19%  of total revenue for first quarter 2001, compared to 15%  for
the  full  year  2000.   The Company is endeavoring  to  grow  its
services  business and is redirecting the efforts of its declining
hardware   maintenance  business  toward  information   technology
services;   however,  revenues  from  these  services  by   nature
typically  fluctuate  significantly from quarter  to  quarter  and
produce lower gross margins than systems or maintenance revenues.

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

The Company's total gross margin for first quarter 2001 was 40.5%,
up  4.3  points and 1.2 points from the first quarter  and  fourth
quarter 2000 levels, respectively.

Systems  margin  was 45.4%, up 9.5 points from the  first  quarter
2000 level, primarily due to the increased software content in the
product  mix  and a decline in inventory obsolescence costs,  both
factors  resulting  from  the shutdown of the  Company's  hardware
development business in third quarter 2000.  First quarter 2001 systems
margin   was  flat  with  the  fourth  quarter  2000   level,   as
improvements in Mapping and GIS Solutions' margins were offset  by
charges  incurred in the Middle East region for projected  cost
overruns.  Mapping and GIS Solutions' fourth quarter 2000  systems
margin  was  reduced  due to costs incurred on  a  large  contract
awaiting funding from the U.S. government.  In first quarter 2001,
funding was received for this contract, and the revenue associated
with  the  fourth quarter costs was recognized.  See  "Results  By
Operating  Segment" following for further discussion  of  the  Mid
World and Mapping and GIS Solutions' results of operations.

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

Maintenance  margin was 43.4%, down 3.2 points from first  quarter
2000  and  up 3.1 points from the fourth quarter 2000 level.   The
decline  from  first  quarter  2000  is  due  primarily   to   the
significant  decline  in revenues, for reasons  noted  previously,
without a corresponding reduction in costs.  As with the Company's
systems  margin,  fourth  quarter  2000  maintenance  margin   was
negatively  impacted, and first quarter 2001 margin was positively
impacted,  by the delayed funding of a large government  contract.
The  Company monitors its maintenance cost closely and  has  taken
certain measures, including worldwide headcount reductions and the
outsourcing  of its hardware maintenance function  in  Canada  and
parts of Europe, to align these costs with the declining levels of
revenue.   The  Company believes that its exit from  the  hardware
development  business  will  continue to  reduce  its  maintenance
revenue, which will pressure maintenance margin in the absence  of
corresponding cost reductions.

Services  margin was 22.5%, up 3.7 points from first quarter  2000
and  relatively  flat  with the fourth quarter  2000  level.   The
margin  increase from first quarter 2000 corresponds  directly  to
the  increase  in  services revenue from the  prior  year  period.
Significant  fluctuations in services revenues  and  margins  from
period  to  period are not unusual as the incurrence of  costs  on
certain  types  of  service contracts may not  coincide  with  the
recognition of revenue.  For contracts other than those  accounted
for  under the percentage-of-completion method, costs are expensed
as  incurred, with revenues recognized either at the  end  of  the
performance  period  or  based  on  milestones  specified  in  the
contract.

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

Operating expenses for first quarter 2001 were $55.9 million, down
22%  from the comparable prior year period and 7% from the  fourth
quarter  2000  level.  In response to the level  of  its  previous
operating  losses,  the  Company took various  actions,  including
employee  terminations as well as the closure and sale of  certain
unprofitable and noncore business operations, which have  resulted
in an approximate 17% reduction in average employee headcount from
the  first  quarter 2000 level.  Product development  expense  was
down  6%  from  the first quarter 2000 level and  3%  from  fourth
quarter 2000.  Significant declines in labor and overhead expenses
resulting  from the headcount decline, due in large  part  to  the
exit  of  hardware  development, have been  largely  offset  by  a
decline   in   software   development  projects   qualifying   for
capitalization,  primarily related to the  Company's  shipbuilding
efforts.   Sales  and  marketing expense  declined  33%  from  the
corresponding prior year period and 11% from fourth quarter  2000.
Reductions   in  headcount  throughout  2000  have   resulted   in
significant expense declines worldwide.  The Company's  sales  and
marketing  expenses  are  inherently activity  based  and  can  be
expected  to  fluctuate  with  activity  levels.  Correspondingly,
expenses  in the first quarter are typically lower than those  for
other  quarters.  General and administrative expense was down  17%
from  the  prior year period and 4% from the fourth  quarter  2000
level.   These declines were due primarily to reductions in  legal
fees,  international headcount, and worldwide bad  debt  expenses,
though  first quarter 2001 expenses were inflated by a $.7 million
bad  debt  write-off  associated with the  Company's  Middle  East
operations (See "Results by Operating Segment" following).  Though
the Company's legal expenses are presently lower than in the prior
quarters  as  the result of reduced activity with respect  to  the
Intel  lawsuit, the Company anticipates that these  expenses  will
continue to fluctuate with the activity level associated with  the
lawsuit.  Additionally,  the Company  continues  to  experience  a
temporary   duplication   of  U.S.  administrative   expenses   in
connection  with its efforts to verticalize its business  segments
and   decentralize   portions  of  the  corporate   administrative
function.  The Company expects that these expenses will decline in
the second half of the year.

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

Interest  expense was $.6 million for first quarter 2001, compared
to  $1.2  million  for first quarter 2000.  The Company's  average
outstanding  debt has declined in comparison to the first  quarter
2000 level due primarily to repayment of borrowings utilizing  the
proceeds from sales of various noncore businesses and assets.  See
"Liquidity  and Capital Resources" following for a  discussion  of
the Company's current financing arrangements.

"Other  income (expense) - net" in the consolidated statements  of
operations consists primarily of interest income, foreign exchange
gains  and  losses, and other miscellaneous items of  nonoperating
income and expense.  In first quarter 2001, this amount included a
$.8 million write-off of the value of a convertible debenture held
by  the  Company  (see  Note 7 of Notes to Consolidated  Financial
Statements  contained in this Form 10-Q), a  $.9  million  foreign
exchange  loss and interest income of $2.1 million. The  Company's
interest  income has increased significantly from the  prior  year
level due to interest earned on notes received in connection  with
sales  of noncore business operations in 2000 and a higher  amount
of  invested cash.  See the Company's Annual Report on  Form  10-K
for the year ended December 31, 2000 for complete details of these
transactions.   There  were no notable items  included  in  "Other
income (expense) - net" for the first quarter of 2000.

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 quarter of 2001, approximately  47%  of
the  Company's  revenues were derived from customers  outside  the
United  States, primarily through subsidiary operations,  compared
to  52%  for  the  full  year  2000.  Most  subsidiaries  sell  to
customers   and  incur  and  pay  operating  expenses   in   local
currencies.   These  local  currency  revenues  and  expenses  are
translated  into U.S. dollars for reporting purposes.  A  stronger
U.S. dollar will decrease the level of reported U.S. dollar orders
and  revenues, decrease the dollar gross margin, and decrease  the
reported   dollar   operating  expenses   of   the   international
subsidiaries.   During  first  quarter  2001,  the   U.S.   dollar
strengthened  on average from its first quarter 2000 level,  which
decreased reported dollar revenues, orders, and gross margin,  but
also decreased reported dollar operating expenses in comparison to
the   prior   year  period.   The  Company  estimates  that   this
strengthening  of  the  U.S. dollar in its international  markets,
primarily  in  Europe, reduced its first quarter 2001  results  of
operations by approximately $.02 per share in comparison to  first
quarter 2000.

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

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

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

The  Company earned pretax income before minority interest of $7.5
million  and $3.3 million in the first quarters of 2001 and  2000,
respectively.   Income  tax  expense  for  both  periods  resulted
primarily  from  taxes on individually profitable  majority  owned
subsidiaries,  including the Company's 60% ownership  interest  in
Z/I Imaging.  See the Company's Annual Report on Form 10-K for the
year  ended  December 31, 2000 for details of  the  Company's  tax
position,  including  its  net  operating  loss  and  tax   credit
carryforwards.

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

In  first  quarter 2001, the Process and Building Solutions
segment  reported operating income of $1.3 million on revenues  of
$29.9 million, compared to first quarter 2000 operating income  of
$3.8  million  on revenues of $34.6 million. The  14%  decline  in
revenues  from  the prior year period was due to several  factors,
including  a  reduction of hardware sales and maintenance  revenue
due  to  the  Company's exit from the hardware business  in  third
quarter 2000 and reduction of maintenance revenues resulting  from
the  sale  of  certain non-core products to Bentley Systems,  Inc.
This  reduction of hardware sales and certain other  lower  margin
products resulted in a higher gross margin percentage of 55.8% for
first quarter 2001 compared to 49.3% for first quarter 2000.   The
decline  in  operating  income from  the  prior  year  period  was
primarily  the result of a 58% increase in the segment's  research
and  development expenses due to a decline in software development
costs  qualifying for capitalization, primarily related  to  PBS's
commercial shipbuilding efforts.

In  first  quarter 2001, Intergraph Public Safety earned operating
income of $1.1 million on revenues of $30.3 million, compared to a
first quarter 2000 operating income of $.8 million on revenues  of
$28.7 million.  The improvement in the segment's operating results
from the prior year period was due primarily to increased revenues
and margins earned from sales of services partially offset by a 5%
increase in operating expenses.  First quarter 2001 revenues  were
positively  impacted  by several large orders  received  in  third
quarter  2000,  which should accrue to revenue incrementally  over
the  next  several quarters as the projects are completed.   First
quarter  2000  was a record bookings quarter for IPS with  systems
and  services  orders totaling $24.3 million.   However,  most  of
these  orders were not received until late in the quarter  and  as
such,  they  did  not impact first quarter 2000  revenues.   As  a
general  rule, the IPS business is characterized by  large  orders
that  are  difficult  to forecast and cause  orders  to  fluctuate
significantly from quarter to quarter.  New systems  and  services
orders  in  first  quarter  2001 were low  at  approximately  $9.8
million,  but are expected to increase in the second  quarter  and
should  be  close to plan for the six months ended June 30,  2001.
The  Company believes that its Utilities and Communications orders
are being negatively impacted as a result of ongoing consolidation
in  the industry.  While unable to estimate the impact that  these
business  market conditions will have on its results of operations
for  2001, IPS is cautiously controlling expenses to minimize  any
potential  adverse  impact.  IPS's operating  expenses  for  first
quarter  2001 were up from the prior year period due primarily  to
increased  development efforts associated with  G/Technology,  the
segment's new geospatial resource management architecture.   IPS's
general   and   administrative  expenses  for  the  quarter   were
positively  impacted by a reduction in legal expenses incurred  in
connection with an inquiry into a large Australian contract award.
It  is  unknown at present whether this inquiry will result  in  a
legal  proceeding  of any significance with  respect  to  the  IPS
business segment and the Company.

In  first quarter 2001, Mapping and GIS Solutions earned operating
income of $3.4 million on revenues of $34.5 million, compared to a
first quarter 2000 operating income of $2.5 million on revenues of
$42.5  million.   The negative impact of the 19%  revenue  decline
from  the  prior year level was offset by an 8.5 point improvement
in  gross  margin.   First  quarter 2001 margins  were  positively
impacted  by  the  receipt  of delayed  funding  on  a  government
contract  for which costs were incurred in 2000.  The  improvement
in  the segment's operating results from the prior year period was
primarily  the result of a 25% decline in its sales and  marketing
expenses as the result of reductions in headcount.

In  first  quarter  2001, Intergraph Government  Solutions  earned
operating  income  of $3.3 million on revenues of  $38.3  million,
compared to first quarter 2000 operating income of $3.2  million
on  revenues  of  $45.1 million.  IGS's operating income  remained
relatively flat with the prior year period as declines in  systems
revenues and maintenance margins resulting from the third  quarter
2000 exit of hardware development were offset by a 40% decline  in
operating  expenses due to reductions in headcount  and  bad  debt
expenses.  As a result of the exit from the hardware business, IGS
plans to redirect the efforts of its maintenance organization toward
information technology solutions.  While this redirection is expected
to reduce maintenance revenues, the Company believes operating
margins will remain relatively stable.

In first quarter 2001, Z/I Imaging earned operating income of $1.6
million  on revenues of $11.2 million, compared to a first quarter
2000  operating  income  of  $2.7 million  on  revenues  of  $12.1
million.   The  decline in operating income from  the  prior  year
period  was  primarily  the result of a  13%  decline  in  systems
revenues combined with a 29% increase in operating expenses.   The
Company  believes that first quarter 2001 revenues were negatively
impacted by delays in customer spending tied to the overall global
economic  outlook.   As a result, Z/I Imaging  is  monitoring  its
costs  closely in an effort to offset any potential adverse impact
on  its  results of operations.  Total gross margin remains strong
at  56%  (compared to 52% for first quarter 2000), reflecting  the
high  margins earned on sales of software as well as on  sales  of
photogrammetric   processing  systems.   The   operating   expense
increase  in  first  quarter  2001  resulted  primarily  from
increased   staffing  as  a  result  of  Z/I  Imaging's  continued
infrastructure building.

In  first  quarter  2001, the International  Hardware  Maintenance
organization incurred an operating loss of $.3 million on revenues
of $4.7 million, compared to a first quarter 2000 operating income
of  $.1  million  on revenues of $14.5 million.  Declines  in  the
segment's  revenues and margins resulting from the  third  quarter
2000  exit  of hardware development were offset by a 67% reduction
in operating expenses as the result of reduced headcount.  As with
the  IGS  maintenance  organization, revenues  for  this  business
segment are expected to decline sequentially each quarter  as  the
Company's installed customer base declines.

In  first  quarter 2001, Mid World incurred an operating  loss  of
$2.9  million  on revenues of $2.9 million, compared to  breakeven
results  in  first  quarter  2000 on  revenues  of  $6.2  million.
Revenues  declined by 53% from the prior year period due primarily
to focus during the quarter on selling the business rather than on
developing  new business, and as the result of delays on  a  major
contract.   In  connection with its efforts  to  sell  the  Middle
Eastern operations, the Company performed a detailed review of all
outstanding contracts, commitments, and receivables in the region.
A  memorandum  of  understanding was reached  on  the  anticipated
completion  of  the largest contract in the region,  resulting  in
charges to Mid World operations totaling $1.6 million in the first
quarter,  including a $.9 million increase to cost  of  sales  for
projected  cost overruns and a $.7 million charge to  general  and
administrative   expense   for  the  settlement   of   outstanding
receivables for the project.

In  first  quarter 2000, Intergraph Computer Systems  incurred  an
operating loss of $4.6 million on revenues of $45.1 million.   The
ICS  business  was  significantly adversely  impacted  by  factors
associated  with  the  Company's dispute  with  Intel.   (See  the
Company's  Annual Report on Form 10-K for the year ended  December
31,  2000 for a complete discussion of the Company's dispute  with
Intel  and  its effects on the operations of ICS and the Company.)
In  response  to its continued operating losses, in third  quarter
2000,  ICS exited the development and design of hardware  products
and closed its operations.

In  first  quarter 2001, Corporate reported an operating  loss  of
$4.5  million  on revenues of $4.1 million, compared  to  a  first
quarter  2000 operating loss of $8.1 million on revenues  of  $4.8
million.   The $3.6 million improvement in operating  results  was
due primarily to increased maintenance margins as the result of  a
reduction  in  inventory obsolescence costs and a 27%  decline  in
general  and  administrative expenses due primarily  to  decreased
legal  fees associated with the Intel lawsuit.  Corporate  general
and  administrative expenses were further reduced by a decline  in
headcount  resulting from the transfer of administrative personnel
to the vertical business units.

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

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

At  March 31, 2001, cash totaled $114.5 million compared to $119.8
million  at  December 31, 2000.  Cash provided  by  operations  in
first quarter 2001 totaled $2.6 million compared to $10 million in
first  quarter 2000.  The decline from the prior year  period  was
due primarily to a slowdown in collection of accounts receivable.

Net cash used for investing activities totaled $4 million in first
quarter  2001,  compared to $3.7 million in  first  quarter  2000.
First  quarter 2001 investing activities included $1.5 million  in
proceeds from sales of various assets, primarily payment on  notes
received  in connection with sales of noncore business  operations
in  2000,  and  expenditures related to  current  and  prior  year
business  acquisitions of $2.8 million (see Note 11  of  Notes  to
Consolidated  Financial Statements contained in this  Form  10-Q).
First  quarter 2000 investing activities included $5.8 million  in
proceeds from sales of various assets, primarily property,  plant,
and  equipment, and a $1 million expenditure related  to  a  prior
year business acquisition.  Other significant investing activities
in  first  quarter  2001 included expenditures  for  capitalizable
software  development costs of $.7 million ($5.9 million in  first
quarter  2000)  and  capital expenditures of  $1.8  million  ($2.3
million  in first quarter 2000), primarily for computer  equipment
used  in  product development and sales and marketing  activities.
The  Company expects that capital expenditures will require $7  to
$10  million  for  the full year 2001, primarily  for  these  same
purposes.   The Company's term loan and revolving credit agreement
contains  certain  restrictions on  the  level  of  the  Company's
capital expenditures.

Net  cash  used for financing activities totaled $1.6  million  in
first  quarter  2001,  including  a  net  repayment  of  debt   of
approximately  $2.3 million, primarily related to  an  approximate
$4.3  million mortgage prepayment in the United Kingdom.   Amounts
reflected  as  gross borrowings for the quarter relate  solely  to
drawings  on the Company's revolving credit facilities, which  are
usually  repaid within one business day.  Financing cash flows  in
first quarter 2000 were not significant.

Under  the  Company's January 1997 six year fixed  term  loan  and
revolving  credit agreement as amended, available  borrowings  are
determined  by the amounts of eligible assets of the Company  (the
"borrowing base"), as defined in the agreement, primarily accounts
receivable, with maximum availability of $80 million.   The  $17.9
million term loan portion of the agreement is due at expiration of
the   agreement.    Borrowings  are  secured  by   a   pledge   of
substantially all of the Company's assets in the U.S. and  certain
international receivables.  The rate of interest on all borrowings
under  the  agreement  is the greater of 7% or  the  Norwest  Bank
Minnesota National Association base rate of interest (8% at  March
31,  2001)  plus .5%, and there are provisions in the  agreement
that  will  lower the interest rate upon achievement of  sustained
profitability by the Company.  The agreement requires the  Company
to  pay  a  facility fee at an annual rate of .15% of  the  amount
available under the credit line, an unused credit line fee  at  an
annual rate of .25% of the average unused portion of the revolving
credit  line, a letter of credit fee at an annual rate of 1.5%  of
the  undrawn amount of all outstanding letters of  credit,  and  a
monthly agency fee.  The Company is currently in discussions  with
its primary lender, as well as with other lenders, in an effort to
reduce its cost of borrowing.

At March 31, 2001, the Company had outstanding borrowings from its
primary  lender of $20.9 million, of which the $17.9 million  term
loan  portion was classified as long-term debt in the consolidated
balance  sheet, and an additional $14.5 million of  the  available
credit  line  was  allocated to support the Company's  letters  of
credit  ($16.7 million at April 30, 2001).  As of this same  date,
the  borrowing  base,  representing the maximum  available  credit
under the line, was approximately $59 million.

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

At  March  31, 2001, the Company had approximately $27 million  in
debt  on  which  interest is charged under various  floating  rate
arrangements,  primarily  its six year  term  loan  and  revolving
credit agreement and the remaining balance of the mortgage in  the
United  Kingdom.  The Company is exposed to market risk of  future
increases in interest rates on these loans.

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


  Item  3: Quantitative and Qualitative Disclosures  About
           Market Risk

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


              INTERGRAPH CORPORATION AND SUBSIDIARIES

PART II. OTHER INFORMATION


  Item 1: Legal Proceedings

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

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

  Item 6: Exhibits and Reports on Form 8-K

    (b)   There  were  no  reports on Form 8-K  filed  during  the
          quarter ended March 31, 2001.




              INTERGRAPH CORPORATION AND SUBSIDIARIES
                            SIGNATURES


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



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




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

Date:       May 14, 2001               Date:    May 14, 2001