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

                            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, 2002

                                 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:  50,087,990 shares
                  outstanding as of March 31, 2002


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


                       INTERGRAPH CORPORATION
                             FORM 10-Q*
                           March 31, 2002

                                INDEX



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

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

          Consolidated Balance Sheets at March 31, 2002, and
             December 31, 2001                                    2

          Consolidated Statements of Income for the quarters
             ended March 31, 2002, and 2001                       3

          Consolidated Statements of Cash Flows for the quarters
             ended March 31, 2002, and 2001                       4

          Notes to Consolidated Financial Statements            5 - 10

  Item 2. Management's Discussion and Analysis of Financial
          -------------------------------------------------
             Condition and Results of Operations               11 - 18
             -----------------------------------

  Item 3. Quantitative and Qualitative Disclosures About
          ----------------------------------------------
             Market Risk                                         18
             -----------


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

  Item 1. Legal Proceedings                                      18
          -----------------

  Item 6. Exhibits and Reports on Form 8-K                       19
          --------------------------------


SIGNATURES                                                       20



*  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,
                                               2002          2001
--------------------------------------------------------------------------
(In thousands, except share and per share amounts)

Assets
  Cash and cash equivalents                  $ 94,038      $ 99,773
  Short-term investments                        7,951        11,035
--------------------------------------------------------------------------
       Total cash and short-term investments  101,989       110,808
  Accounts receivable, net                    165,147       158,873
  Inventories, net                             21,531        24,125
  Other current assets                         35,047        32,687
--------------------------------------------------------------------------
       Total current assets                   323,714       326,493
  Investments in affiliates                    48,650        20,654
  Capitalized software development
   costs,  net                                 25,483        24,209
  Other assets                                 29,757        34,680
  Property, plant, and equipment, net          51,745        51,974
--------------------------------------------------------------------------
       Total Assets                          $479,349      $458,010
==========================================================================

Liabilities and Shareholders' Equity
  Trade accounts payable                     $ 20,207      $ 22,897
  Accrued compensation                         32,889        31,693
  Other accrued expenses                       36,300        43,765
  Billings in excess of sales                  37,545        37,968
  Income taxes payable                          9,290         9,913
  Short-term debt and current maturities
   of long-term debt                            2,076         2,619
--------------------------------------------------------------------------
       Total current liabilities              138,307       148,855
--------------------------------------------------------------------------
  Deferred income taxes                         2,810         2,573
  Long-term debt                                  197         1,114
  Other noncurrent liabilities                  2,586         2,729
--------------------------------------------------------------------------
       Total noncurrent liabilities             5,593         6,416
--------------------------------------------------------------------------
  Minority interest in consolidated
    subsidiaries                                7,588         7,526
--------------------------------------------------------------------------
  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                 208,927       210,748
   Retained earnings                          212,646       208,268
   Accumulated other comprehensive
    income (loss)                               5,644       (20,603)
--------------------------------------------------------------------------
                                              432,953       404,149
   Less - cost of treasury shares
     (7,273,372 at March 31, 2002,
     and 7,539,419 at December 31, 2001)     (105,092)     (108,936)
--------------------------------------------------------------------------
       Total shareholders' equity             327,861       295,213
--------------------------------------------------------------------------
       Total Liabilities and Shareholders'
        Equity                               $479,349      $458,010
==========================================================================

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


               INTERGRAPH CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF INCOME
                             (Unaudited)

--------------------------------------------------------------------------
Quarter Ended March 31,                         2002          2001
--------------------------------------------------------------------------
(In thousands, except per share amounts)

Revenues
 Systems                                      $70,894       $82,183
 Maintenance                                   28,162        34,218
 Services                                      24,040        27,721
--------------------------------------------------------------------------
   Total revenues                             123,096       144,122
--------------------------------------------------------------------------
Cost of revenues
 Systems                                       36,497        44,862
 Maintenance                                   14,216        19,380
 Services                                      16,563        21,471
--------------------------------------------------------------------------
   Total cost of revenues                      67,276        85,713
--------------------------------------------------------------------------
   Gross profit                                55,820        58,409

Product development                            12,266        13,105
Sales and marketing                            22,577        22,185
General and administrative                     19,058        20,606
Reorganization credit                             ---          (384)
--------------------------------------------------------------------------

   Income from operations                       1,919         2,897

Gains on sales of assets                        1,530         4,831
Interest expense                                 (103)         (561)
Other income, net                               1,744           363
--------------------------------------------------------------------------
   Income before income taxes and minority
    interest                                    5,090         7,530

Income tax expense                               (650)       (2,400)
--------------------------------------------------------------------------

   Income before minority interest              4,440         5,130

Minority interest in earnings of consolidated
  subsidiaries                                    (62)         (163)
--------------------------------------------------------------------------
   Net income                                 $ 4,378       $ 4,967
==========================================================================

Net income per share - basic                  $   .09       $   .10
                     - diluted                $   .08       $   .10
==========================================================================
Weighted average shares outstanding - basic    49,954        49,569
                                    - diluted  52,503        50,960
==========================================================================

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,                            2002          2001
--------------------------------------------------------------------------
(In thousands)

Cash Provided By (Used For):
Operating Activities:
  Net income                                      $ 4,378     $  4,967
  Adjustments to reconcile net income
   to net cash provided by operating activities:
    Depreciation                                    2,489        2,965
    Amortization                                    3,514        3,178
    Gains on sales of assets                       (1,530)      (4,831)
    Net changes in current assets and liabilities (14,590)      (3,664)
--------------------------------------------------------------------------
   Net cash provided by (used for) operating
    activities                                     (5,739)       2,615
--------------------------------------------------------------------------

Investing Activities:
  Net proceeds from sales of assets                 2,452        1,468
  Purchases of property, plant, and equipment      (2,824)      (1,805)
  Decrease in short-term investments, net           3,084          ---
  Capitalized software development costs           (2,178)        (692)
  Business acquisitions                              (981)      (2,828)
  Other                                              (187)        (129)
--------------------------------------------------------------------------
   Net cash used for investing activities            (634)      (3,986)
--------------------------------------------------------------------------

Financing Activities:
  Gross borrowings                                     81        2,787
  Debt repayment                                   (1,526)      (5,123)
  Proceeds of employee stock purchases and
   exercise of stock options                        2,023          751
--------------------------------------------------------------------------
   Net cash provided by (used for) financing
    activities                                        578       (1,585)
--------------------------------------------------------------------------
Effect of exchange rate changes on cash                60       (2,388)
--------------------------------------------------------------------------
Net increase (decrease) in cash and cash
 equivalents                                       (5,735)      (5,344)
Cash and cash equivalents at beginning of period   99,773      119,848
--------------------------------------------------------------------------
Cash and cash equivalents at end of period        $94,038     $114,504
==========================================================================

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


              INTERGRAPH CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION

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 March  31,  2001,
amounts   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  the year ended December 31, 2001, the Company continues  part
of  its ongoing litigation with Intel Corporation ("Intel").   See
Management's  Discussion and Analysis of Financial  Condition  and
Results  of Operations ("MD&A") in this Form 10-Q for a discussion
of 2002 developments.


NOTE 3 - INVENTORIES

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

------------------------------------------------------------------
                                 March 31,         December 31,
                                   2002              2001
------------------------------------------------------------------
(In thousands)

Raw materials                    $ 4,879             $ 3,920
Work-in-process                    1,315               1,952
Finished goods                     6,435               8,716
Service spares                     8,902               9,537
------------------------------------------------------------------
Totals                           $21,531             $24,125
==================================================================

Inventories  on  hand at March 31, 2002, and  December  31,  2001,
relate  primarily  to  continuing  specialized  hardware  assembly
activity  in the Company's Intergraph Solutions Group ("ISG")  and
Z/I Imaging Corporation ("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 - CAPITALIZED SOFTWARE DEVELOPMENT COSTS

Product  development  costs are charged to  expense  as  incurred;
however,  the  costs  incurred  for the  development  of  computer
software  that  will  be sold, leased, or otherwise  marketed  are
capitalized when technological feasibility of the product has been
established.  Such capitalized costs are amortized on a  straight-
line  basis over a period of two to three years.  Amortization  of
these  capitalized costs, included in "Cost of revenues - Systems"
in  the  consolidated statements of income, amounted to $1 million
in  first  quarter 2002 compared to $1.2 million in first  quarter
2001.  The Company increased product development expenses by  $2.5
million   and  $2  million  in  first  quarter  2002   and   2001,
respectively,  for costs normally eligible for capitalization  due
to  net realizable value concerns.  Accumulated amortization  (net
of fully amortized projects) in the consolidated balance sheets at
March  31, 2002, and December 31, 2001, was $9.8 million and  $8.8
million, respectively.


NOTE 5 - INTANGIBLE ASSETS

The  Company  adopted Financial Accounting Standards ("SFAS")  No.
142,  Goodwill and Other Intangible Assets in first quarter  2002.
The Company currently reviews all intangible assets on a quarterly
basis,  and  the  adoption of this statement did  not  impact  the
Company's  financial statements.  The Company's intangible  assets
include  capitalized  software development costs  (included  as  a
separate  line  in  the  consolidated balance  sheets)  and  other
intangible  assets (included in "Other assets" in the consolidated
balance  sheets).  Other intangible assets, net were $17.9 million
and  $20.6  million  at  March 31, 2002, and  December  31,  2001,
respectively.

At March 31, 2002, and December 31, 2001, the Company's intangible
assets   and  related  accumulated  amortization  (net  of   fully
amortized assets) consisted of the following:


-------------------------------------------------------------------------------
                      As of March 31, 2002            As of December 31, 2001
                           Accumulated                     Accumulated
                    Gross  Amortization   Net      Gross   Amortization   Net
-------------------------------------------------------------------------------
(In thousands)

Capitalized software
 development       $35,301  $ (9,818)  $25,483    $32,982   $ (8,773)  $24,209
Other intangible
 assets             43,209   (25,265)   17,944     43,787    (23,174)   20,613
-------------------------------------------------------------------------------
Totals             $78,510  $(35,083)  $43,427    $76,769   $(31,947)  $44,822
===============================================================================

The Company recorded amortization expense of $3.5 million and $3.2
million  for first quarter 2002 and 2001, respectively.  Based  on
the   current  intangible  assets  subject  to  amortization,  the
estimated amortization expense for the remainder of 2002 and  each
of  the succeeding five years is as follows:  $10 million in 2002,
$13  million in 2003, $9 million in 2004, $4 million in  2005,  $4
million in 2006, and $4 million in 2007.


NOTE 6 - PROPERTY, PLANT, AND EQUIPMENT, NET

Property,   plant,   and   equipment,  net  includes   accumulated
depreciation of approximately $129.6 million and $130.5 million at
March 31, 2002, and December 31, 2001, respectively.


NOTE 7 - SUPPLEMENTARY CASH FLOW INFORMATION

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

-------------------------------------------------------------------
                                        Cash Provided By (Used For)
                                                 Operations
Quarter Ended March 31,                        2002      2001
-------------------------------------------------------------------
(In thousands)

(Increase) decrease in:
    Accounts receivable, net               $ (6,080)   $(4,770)
    Inventories, net                          2,641      4,262
    Other current assets                     (1,731)      (379)
Increase (decrease) in:
    Trade accounts payable                   (2,744)       580
    Accrued compensation and other
     accrued expenses                        (5,328)    (3,980)
    Income taxes payable                       (883)     1,320
    Billings in excess of sales                (465)      (697)
-------------------------------------------------------------------
Net changes in current assets and
 liabilities                               $(14,590)   $(3,664)
===================================================================

Significant non-cash investing and financing transactions in first
quarter  2002  include  a favorable mark-to-market  adjustment  of
$25.9  million  for the Company's long-term investment  in  3Dlabs
Inc. Ltd. ("3Dlabs") (included in "Accumulated other comprehensive
income (loss)" in the March 31, 2002, consolidated balance sheet).
Significant non-cash investing and financing transactions in first
quarter 2001 included the receipt of common stock with a value  of
approximately  $10  million as additional  consideration  for  the
third  quarter  2000  sale  of  the Company's  Intense3D  graphics
accelerator division to 3Dlabs.  Also included in 2001 is  a  $4.3
million  increase to a note receivable as additional consideration
for  the  fourth  quarter 2000 sale of its  civil,  plotting,  and
raster product lines.


NOTE 8 - EARNINGS PER SHARE

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.  For the three months  ended  March
31,  2002,  and  2001, these dilutive shares  were  2,549,000  and
1,391,000, respectively.


NOTE 9 - COMPREHENSIVE INCOME (LOSS)

Comprehensive  income (loss) includes net income as  well  as  all
other  non-owner  changes in equity.  In first quarter  2002,  the
Company's  comprehensive income totaled $30.6 million compared  to
comprehensive income of $2.1 million in first quarter 2001.  These
comprehensive income amounts differ from net income  due  to  non-
equity items that include foreign currency translation adjustments
and unrealized gains and losses on certain investments in debt and
equity securities.

First quarter 2002 comprehensive income included a $26 million net
unrealized  holding gain (primarily a $25.9 million mark-to-market
adjustment  for  the  Company's long-term  investment  in  3Dlabs)
compared  to  a  $567,000 net unrealized  holding  loss  in  first
quarter  2001.  There were net foreign currency translation  gains
totaling  $202,000 in first quarter 2002 compared to  net  foreign
currency translation losses of $2.3 million in first quarter 2001.


NOTE 10 - GAINS ON SALES OF ASSETS

During  the first quarter of 2002 and 2001, the Company recognized
gains  of $1.5 million and $4.8 million, respectively, from  sales
of  various  non-core subsidiaries, divisions, and product  lines.
For a complete discussion, see "Gains on Sales of Assets" included
in MD&A.


NOTE 11 - ACQUISITIONS AND DIVESTITURES

In  March  2002,  the  Company completed the sale  of  its  Greece
subsidiary for approximately $120,000, which was received in April
2002.  The Company retained a 20% interest in the subsidiary,  but
the  buyer has a right to purchase this interest for a fixed price
of $30,000.  This right will expire December 31, 2002. The Company
recorded a loss on this transaction of $455,000, which is included
in  "Gains  on  sales of assets" in the consolidated statement  of
income  for  the quarter ended March 31, 2002. The subsidiary  did
not  have a material effect on the Company's results of operations
or financial position for any periods prior to the sale.

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, (paid in  April
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 Intergraph Process,  Power
&  Offshore ("PP&O") 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 - SEGMENT REPORTING

The  Company's  2002 business segments consist of ISG,  Intergraph
Mapping  and  GIS  Solutions  ("IMGS"),  PP&O,  Intergraph  Public
Safety, Inc. ("IPS"), and Z/I Imaging.

The  Company's  reportable segments are strategic  business  units
that  are organized by the types of products sold and the specific
markets served.

ISG provides specially developed software and ruggedized hardware,
commercial  off-the-shelf products, and professional  services  to
federal,  state, and local governments worldwide, as  well  as  to
commercial  customers.   ISG  also  includes  the  U.S.   hardware
maintenance  and network services businesses.  To  better  reflect
the  industries  it  serves, the segment  changed  its  name  from
Intergraph Government Solutions to Intergraph Solutions  Group  in
May 2002.

IMGS  develops,  markets,  and supports geospatial  solutions  for
business  geographic information systems, land records management,
rail  transportation,  environmental  management,  utilities   and
communications companies, and commercial map production.

PP&O  supplies  software and services to the process,  power,  and
offshore petroleum industries.

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

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.

Amounts included in the "Corporate" category include revenues  and
costs  for Teranetix (a provider of computing support and hardware
integration  services),  international hardware  maintenance,  and
general corporate functions.  Operating expenses for the Corporate
category consist of general corporate expenses, primarily  general
and   administrative  expenses  remaining  after  charges  to  the
business segments based on usage of administrative services.   The
Corporate  category  also  includes the  Middle  East  operations,
portions of which were sold in April 2001 and July 2001 (with  the
sale  of  the  remaining portion closing in April 2002,  effective
October 2001).

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,   2001).   Sales  between  the  business  segments,  the  most
significant  of  which  are associated with  hardware  maintenance
services  provided  by  ISG and Corporate (international  hardware
maintenance) 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,  2002,
and 2001.

-----------------------------------------------------------------
Quarter Ended March 31,                   2002         2001
-----------------------------------------------------------------
(In thousands)

Revenues:
ISG:
   Unaffiliated customers              $ 34,812     $ 36,097
   Intersegment revenues                  1,051        2,155
-----------------------------------------------------------------
                                         35,863       38,252
-----------------------------------------------------------------
IMGS:
   Unaffiliated customers                31,996       32,572
   Intersegment revenues                  1,778        1,916
-----------------------------------------------------------------
                                         33,774       34,488
-----------------------------------------------------------------
PP&O:
   Unaffiliated customers                28,215       28,720
   Intersegment revenues                  1,000        1,134
-----------------------------------------------------------------
                                         29,215       29,854
-----------------------------------------------------------------
IPS:
  Unaffiliated customers                 20,836       29,706
  Intersegment revenues                      53           (3)
-----------------------------------------------------------------
                                         20,889       29,703
-----------------------------------------------------------------
Z/I Imaging:
   Unaffiliated customers                 5,179        8,831
   Intersegment revenues                  2,567        2,354
-----------------------------------------------------------------
                                          7,746       11,185
-----------------------------------------------------------------
Corporate:
   Unaffiliated customers                 2,058        8,196
   Intersegment revenues                    450        3,543
-----------------------------------------------------------------
                                          2,508       11,739
-----------------------------------------------------------------
                                        129,995      155,221
-----------------------------------------------------------------
Eliminations                             (6,899)     (11,099)
-----------------------------------------------------------------
Total revenues                         $123,096     $144,122
=================================================================

-----------------------------------------------------------------
Operating income (loss):
ISG                                    $  2,573     $  3,267
IMGS                                      2,129        2,995
PP&O                                      4,236        1,276
IPS                                         122        1,099
Z/I Imaging                                 501        1,600
Corporate                                (7,863)      (7,340)
Eliminations                                221          ---
-----------------------------------------------------------------
Total                                  $  1,919     $  2,897
=================================================================

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 $1.5 million and $4.8 million in first quarter
2002 and 2001, 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 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In  the  first quarter of 2002, the following accounting pronouncements
issued  by  the  Financial Accounting Standards Board  ("FASB")  became
effective for the Company:  SFAS No. 142, Goodwill and Other Intangible
Assets  and SFAS No. 144, Accounting for the Impairment or Disposal  of
Long-Lived  Assets.  The adoption of these statements did  not  have  a
significant impact on the Company's consolidated operating  results  or
financial position for the quarter.




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

Cautionary Note Regarding Forward-Looking Statements

This report contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 including,
but not limited to, projected revenue and operating income levels,
market conditions and their anticipated impact on the Company  and
its  vertical  business  segments, expectations  regarding  future
results  and  cash  flows, information regarding the  development,
timing  of  introduction, and performance  of  new  products,  and
expectations  regarding the Company's various  ongoing  litigation
proceedings,  including those with Intel.   These  forward-looking
statements  are  subject to certain risks and  uncertainties  that
could  cause  actual  results  to  differ  materially  from  those
anticipated in the forward-looking statements.  Factors that could
cause  or  contribute  to such differences include,  but  are  not
limited  to, worldwide economic conditions, increased competition,
rapid  technological  change, unanticipated  changes  in  customer
requirements,   uncertainties  with  respect  to   the   Company's
installed   customer  base  for  discontinued  hardware  products,
inability  to protect the Company's intellectual property  rights,
inability  to  access the technology necessary to compete  in  the
markets  served,  inability to complete certain  sales  and  lease
transactions  as  planned, risks associated  with  doing  business
internationally, risks associated with various ongoing  litigation
proceedings, and other risks detailed in our annual and  quarterly
filings with the Securities and Exchange Commission ("SEC").


RESULTS OF OPERATIONS


Earnings

In  first  quarter  2002, the Company earned net  income  of  $4.4
million  ($.09  per  share  basic, $.08  per  share  diluted)  on
revenues  of  $123.1 million, compared to first quarter  2001  net
income  of  $5  million  ($.10 per share, basic  and  diluted)  on
revenues  of  $144.1  million.  First  quarter  2002  income  from
operations  was $1.9 million ($.04 per share, basic  and  diluted)
versus $2.9 million ($.06 per share, basic and diluted) for  first
quarter 2001.


Orders

First  quarter  2002  systems and services  orders  totaled  $87.9
million,  up 8% from the first quarter 2001 level.  This  increase
is  primarily  attributable to higher orders in the ISG  and  PP&O
business segments.  Also, first quarter 2001 orders were  low  due
to  the  delayed  signing of large contracts in the  ISG  business
segment.


Revenues

Total  revenues for first quarter 2002 were $123.1  million,  down
approximately 15% from first quarter 2001.

Sales  outside the United States represented approximately 46%  of
total  revenues  in  first quarter 2002, down  slightly  from  the
comparable  period in 2001.  European revenues were 30%  of  total
revenues  for  first  quarter 2002, up  slightly  from  the  first
quarter 2001 level.

Systems.   Systems  revenue  for  first  quarter  2002  was  $70.9
million,  down 14% from the corresponding prior-year period.   The
decrease in systems revenue is spread over several business units.
Decreases  in Corporate sales are attributed to the completion  of
several contracts in 2001 and to Corporate revenue currently being
generated  solely on the sale of excess hardware  inventory.   IPS
also  contributed to the decline in revenue due  to  decreases  in
percentage-of-completion contract revenue in the IPS Utilities and
Communications  business divisions.  In addition,  one-time  large
sales  contracts  of IMGS and Z/I Imaging were included  in  first
quarter 2001 systems revenue.

Maintenance.  Revenues from maintenance of Company systems totaled
$28.2  million in first quarter 2002, down approximately 18%  from
the  same  period in 2001.  Maintenance revenue declined  as  more
hardware  continued  to  be  removed  from  maintenance  contracts
because of the Company's exit from the hardware business.

Services.  Services revenue, consisting primarily of revenues from
Company-provided  implementation and consulting services,  totaled
$24 million for the quarter, down approximately 13% from the prior-
year period.  The decrease in services revenue is primarily due to
increased competition in the utilities and communications markets,
the completion of several large IPS and IMGS projects in 2001, and
the sale of the Middle East operations in 2001.  This decrease  is
partially offset by increased revenue on several projects  in  the
PP&O  business segment.  Services are significant to the Company's
business, representing approximately 20% of total revenue for both
first  quarter  2002 and for the full year 2001.  The  Company  is
endeavoring to grow its services business; 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 2002 was 45.3%,
compared to 40.5% in the first quarter 2001.

Systems margin was 48.5% for first quarter 2002, up slightly  from
45.4%  in  the  first  quarter 2001.  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
when  the  dollar  is  weaker in international  markets.   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  to
maintain  the improvements resulting from the Company's exit  from
the hardware business.

Maintenance  margin for first quarter 2002 was  49.5%,  increasing
from  43.4%  in  the first quarter 2001.  Although  the  Company's
revenue  has declined due to the exit from the hardware  business,
costs  have  also declined due to headcount reductions  and  lower
maintenance inventory write-downs.  The higher software content of
maintenance contracts has also improved margins.

Services margin was 31.1% for first quarter 2002, up from 22.5% in
the first quarter 2001.  Although revenue has declined in 2002  as
noted   above,  the  higher  services  margin  is  attributed   to
significantly  lower costs in 2002.  Significant  fluctuations  in
services  revenues  and  margins from period  to  period  are  not
unusual.   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 2002 were $53.9 million, down
3.6%  from  the comparable prior-year period.  Product development
expense  was $12.3 million for first quarter 2002, down 6.4%  from
the first quarter 2001 level.  The decrease in product development
expense  is primarily due to increased software development  costs
qualifying for capitalization, principally from the Company's PP&O
and   IMGS  segments  (see  "Results  By  Operating  Segment"  for
discussion  regarding these segments) offset  by  an  increase  in
headcount.  Sales and marketing expense of $22.6 million was  flat
with the corresponding prior-year period expense of $22.2 million.
General  and administrative expense was $19.1 million,  down  7.5%
from   the  prior-year  period.   The  decrease  in  general   and
administrative  expense  is  primarily  due  to  a   decrease   in
consolidated  headcount  of  15% due to  verticalization  and  the
inflation of first quarter 2001 expenses due to a bad debt  write-
off  associated  with  Company's former  Middle  East  operations,
partially  offset  by  an increase in legal  fees  in  the  United
States.


Non-Operating Income and Expense

Interest expense was $103,000 for first quarter 2002, compared  to
$561,000   for   first  quarter  2001.   The   Company's   average
outstanding debt declined from the first quarter 2001 level due to
repayment  of  borrowings (utilizing the proceeds  from  sales  of
various non-core businesses and assets) and lower interest  rates.
See  "Liquidity  and Capital Resources" for a  discussion  of  the
Company's current financing arrangements.

"Other  income,  net"  in the consolidated  statements  of  income
consists primarily of interest income, foreign exchange gains  and
losses, and other miscellaneous items of non-operating income  and
expense.   In  first quarter 2002, this amount was  $1.7  million,
which  included  a  $220,000 foreign exchange  gain  and  interest
income of $996,000.  In first quarter 2001, this amount included a
$797,000 write-off of the value of a convertible debenture held by
the  Company, a $930,000 foreign exchange loss and interest income
of $2.1 million.  See the Company's Annual Report on Form 10-K for
the  year  ended December 31, 2001, for complete details of  these
transactions.


Income Taxes

The  Company earned pretax income before minority interest of $5.1
million  and $7.5 million in the first quarters of 2002 and  2001,
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, 2001, for details of the  Company's  tax
position,  including  its  net  operating  loss  and  tax   credit
carryforwards.


Results By Operating Segment

In first quarter 2002, ISG earned operating income of $2.6 million
on  revenues  of  $35.9 million, compared to  first  quarter  2001
operating  income  of $3.3 million on revenues of  $38.3  million.
ISG's  operating  income  decreased  from  the  prior-year  period
primarily  due to less hardware maintenance revenue  and  slightly
increased operating expenses.

In  first  quarter  2002,  IMGS earned operating  income  of  $2.1
million  on  revenues of $33.8 million, compared to first  quarter
2001  operating income of $3 million on revenues of $34.5 million.
The  decline  in IMGS' operating income is primarily  due  to  the
positive effects of U.S. government funding in first quarter  2001
on  work  that  had been performed at risk in 2000  and  increased
product development expense in first quarter 2002 mainly for costs
related to new technology and increased headcount.

In  first quarter 2002, the PP&O segment reported operating income
of  $4.2  million on revenues of $29.2 million, compared to  first
quarter 2001 operating income of $1.3 million on revenues of $29.9
million.   Gross margins improved from approximately 56% in  first
quarter  2001 to approximately 63% in first quarter 2002 primarily
due  to  a  reduction of sales of lower-margin  products  and  the
recognition  of  non-recurring services  revenue  with  associated
costs  recognized  in a prior period.  The increase  in  operating
income  from the prior-year period was primarily the result  of  a
12%  decrease  in the segment's research and development  expenses
due   to  an  increase  in  certification  costs  qualifying   for
capitalization.

In  first quarter 2002, IPS earned operating income of $122,000 on
revenues  of  $20.9  million,  compared  to  first  quarter   2001
operating  income  of $1.1 million on revenues of  $29.7  million.
Revenues  and  gross margin dollars decreased mainly  due  to  the
troubled  economic environment in the utilities and communications
markets.   The  utilities market is being negatively  impacted  by
ongoing  mergers and acquisitions.  Competition in this market  is
fierce  and very cost competitive.  The financial uncertainty  and
overcapacity  in  the communications market has  resulted  in  few
large  technology purchases.  While unable to estimate the  impact
that these business market conditions will have on its results  of
operations  for  2002, IPS is cautiously controlling  expenses  to
minimize  any  potential adverse impact.   In  addition,  IPS  has
experienced  cost overruns on several projects due to the  delayed
release  of  a  new  version of G/Technology,  the  segment's  new
geospatial resource management architecture.  Operating income for
first quarter 2002 was 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  2002, Z/I Imaging earned operating  income  of
$501,000  on  revenues of $7.7 million, compared to first  quarter
2001  operating  income  of  $1.6 million  on  revenues  of  $11.2
million.   Total revenues declined due to a large one-time  system
sale in first quarter 2001.  Total gross margin remains strong  at
61%  for  first  quarter 2002 (compared to 56% for  first  quarter
2001),   reflecting   the  high  margins  earned   on   sales   of
photogrammetric  processing systems and an  increase  in  software
sales in the product mix.  The operating expense decrease in first
quarter   2002   resulted  primarily  from   lower   general   and
administrative expenses related to professional services.

In  first  quarter 2002, Corporate reported an operating  loss  of
$7.9  million  on revenues of $2.5 million, compared  to  a  first
quarter  2001 operating loss of $7.3 million on revenues of  $11.7
million.  Revenues are primarily associated with the sale of spare
parts  and  spare  part  repair  fees  from  hardware  maintenance
organizations worldwide.  Revenues will continue to decline  as  a
result of the exit from the hardware business.  The operating loss
was also impacted by an increase in legal fees.

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


Litigation

As  further described in the Company's Annual Report on Form  10-K
for  the year ended December 31, 2001, the Company has had ongoing
litigation with Intel since 1997.  In April 2002, the Company  and
Intel  reached  an  agreement during the course  of  court-ordered
mediation  that  settles  the litigation involving  the  Company's
Clipper  patents.   Under the terms of the  settlement  agreement,
Intel agreed to pay $300 million to the Company (proceeds of which
were  received  May 1, 2002), the lawsuit pending in  Alabama  has
been   dismissed,  the  companies  have  signed  a  cross  license
agreement,  and the Company will assign certain unrelated  patents
to Intel.

The  Company  and Intel also reached an agreement  establishing  a
range  of  liquidated damages for the pending patent  infringement
suit  in  Texas.  The liquidated damages range from zero if  Intel
prevails to $150 million if Intergraph prevails at trial,  and  an
additional $100 million if Intergraph prevails on appeal and Intel
is  unable  to prove a workaround to the infringement.  The  Texas
trial will occur as scheduled, beginning July 2, 2002.

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.


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 by  accurately  anticipating
customer  requirements and technological trends, and  rapidly  and
continuously  developing  and delivering  new  products  that  are
competitively  priced,  offer  enhanced  performance,   and   meet
customers'  requirements for standardization and interoperability.
Better  operating  results will also depend on worldwide  economic
improvement  and  the Company's ability to successfully  implement
its  strategic direction, which includes the operation and  growth
of  independent  vertical business segments.   These  matters  are
subject  to  known  and  unknown  risks  and  uncertainties.   See
"Cautionary Note Regarding Forward-Looking Statements."

During  the remainder of 2002, the Company expects the culmination
of transactions affecting its investments in affiliates.  Creative
Technology  Ltd. has made an offer for all outstanding  shares  of
3Dlabs  for $3.60 per share (with one-third in cash and two-thirds
in  Creative  Technology stock).  The transaction is  expected  to
close  in  second  quarter 2002. Bentley Systems, Inc. ("BSI") has
filed the  registration statements for its initial public offering
("IPO")  with  the SEC  in  which  some   portion of the Company's
holdings is expected  to  be sold. If  the  IPO  is completed, the
Company  also  expects  to receive full payment of the outstanding
note receivable from BSI.

The  Company also continues to pursue additional real estate sales
and  facilities consolidation.  If  successful, these sales should
provide  substantial cash to the Company as well as reductions  in
operating costs.


LIQUIDITY AND CAPITAL RESOURCES

At  March  31, 2002, cash and short-term investments totaled  $102
million  compared to $110.8 million at December  31,  2001.   Cash
used  for  operations in first quarter 2002 totaled  $5.7  million
compared  to cash provided by operations of $2.6 million in  first
quarter  2001.  For the first quarter 2002, cash  from  operations
consisted  of net income of $4.4 million and non-cash transactions
of   $4.5  million,  offset  by  changes  in  current  assets  and
liabilities  of $14.6 million.  For the first quarter  2001,  cash
from  operations  consisted  of net income of $5 million and  non-
cash  transactions of $1.3 million, offset by changes  in  current
asset and liabilities of $3.7 million.

Net  cash used for investing activities totaled $634,000 in  first
quarter 2002, compared to $4 million in first quarter 2001.  First
quarter  2002  investing  activities  included  $2.5  million   in
proceeds from sales of various assets, including payment on  notes
received  in connection with sales of non-core business operations
in  a  prior year, and expenditures of $981,000 related to  prior-
year   business   acquisitions.   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 non-core business operations in 2000, and expenditures of
$2.8  million related to prior years' business acquisitions.   See
Note 11 of Notes to Consolidated Financial Statements contained in
this  Form  10-Q  with regards to acquisitions  and  divestitures.
Also included in first quarter 2002 investing activities is a $3.1
million  decrease  in short-term investments.   Other  significant
investing  activities in first quarter 2002 included  expenditures
for  capitalizable  software development  costs  of  $2.2  million
($692,000 in first quarter 2001) and capital expenditures of  $2.8
million  ($1.8  million  in  first quarter  2001),  primarily  for
computer   equipment  used  in  product  development,  sales   and
marketing activities, and manufacturing/repair of printed  circuit
boards.   The  Company  expects  that  capital  expenditures  will
require  $10  million  to  $12 million for  the  full  year  2002,
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  provided  by financing activities totaled  $578,000  in
first quarter 2002, including $2 million of proceeds from employee
stock  option  exercises, offset by net  debt  repayment  of  $1.4
million,  primarily  related  to  an  approximate  $812,000  early
payment  of a mortgage in the United Kingdom.  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 a $4.3 million partial payment of a  mortgage
in  the United Kingdom.  Amounts reflected as gross borrowings for
first  quarter  2001 relate solely to drawings  on  the  Company's
revolving  credit facilities, which are usually repaid within  one
business day.

Under  the Company's January 1997 seven-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 $50 million.   At  March
31,  2002,  the borrowing base, representing the maximum available
credit  under the line, was approximately $49.8 million, of  which
$11.6  million was allocated to support the Company's  letters  of
credit.  At March 31, 2002, the Company had outstanding borrowings
of  $333,000 under this agreement, the $100,000 term loan  portion
of  which  was  classified as long-term debt in  the  consolidated
balance  sheet.   The  term  loan is  due  at  expiration  of  the
agreement.

Borrowings  are secured by a pledge of substantially  all  of  the
Company's U.S. assets and certain international receivables.   The
rate  of  interest  on all borrowings under the agreement  is  the
greater of 6.5% or the Wells Fargo base rate of interest (4.75% at
March 31, 2002) plus .125%.  There are provisions in the agreement
which  lower  the  interest  rate upon  achievement  of  sustained
profitability  by  the Company, but only to the  minimum  interest
rate  of  6.5%.   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  .20%  of  the  average unused portion of the revolving  credit
line,  a  letter of credit fee at an annual rate of  .75%  of  the
undrawn amount of all outstanding letters of credit, and a monthly
agency  fee.   An amendment was executed on August 1,  2001,  that
extends   the  current  agreement  until  January  2004  with   no
cancellation penalty to the Company after January 2003, allows pay-
down of the term loan portion of the line, and lowers the facility
to   $50  million,  which  will  provide  for  annual  savings  of
approximately $650,000 to the Company.

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 purchases 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.  The  Company's
net worth covenant was increased to $250 million, effective August
1, 2001.

At  March 31, 2002, the Company had approximately $2.2 million  in
debt  on  which  interest is charged under various  floating  rate
arrangements.   The Company is exposed to market  risk  of  future
increases in interest rates on these loans.

The  Company  is managing its cash very closely and believes  that
the  combination of existing cash balances, cash received from the
Intel   litigation  settlement,  and  cash  available  under   its
revolving   credit  agreement  will  substantially   exceed   cash
requirements  for  operations for 2002.  For the  near  term,  the
Company  anticipates  that  its cash  position  may  benefit  from
further  sales  of  excess  real estate and  facilities,  and  the
completion   of   transactions  affecting   its   investments   in
affiliates;  however,  for  the  longer  term,  the  Company  must
continue  to  align  its operating expenses  with  the  levels  of
revenue  being generated if it is to fund business growth  without
reliance  on  funds  from sales of assets and external  financing.
The  Company anticipates no significant non-operating events  that
will  require the use of cash, with the possible exception of  its
stock  repurchase  program which was extended to  $75  million  on
April  29, 2002 (see the Company's Annual Report on Form 10-K  for
the year ended December 31, 2001, for further discussion).


Gains on Sales of Assets

In  first quarter 2002, the Company reported an additional gain of
approximately  $2  million from the 2000  sale  of  its  Intense3D
graphics  accelerator division to 3Dlabs as the shares  originally
placed  in escrow were released in March 2002.  (See the Company's
Annual  Report on Form 10-K for the year ended December 31,  2001,
for  further discussion of the 3Dlabs transactions).  The  Company
also recognized a loss of approximately $455,000 on the March 2002
sale of its Greece subsidiary.

In  first quarter 2001, the Company reported an additional gain of
approximately $4.3 million from the BSI transaction as the initial
consideration  for  the  sale  (along  with  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.  The
Company  also reported a $580,000 additional gain from the  3Dlabs
transaction.   This  gain was the result of the final  calculation
and  settlement of the earn-out provisions with 3Dlabs.  (See  the
Company's  Annual Report on Form 10-K for the year ended  December
31, 2001, for complete details of these transactions.)


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 2002, approximately  46%  of
the  Company's  revenues were derived from customers  outside  the
United  States, primarily through subsidiary operations,  compared
to  47%  for  first  quarter  2001.   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
reported   dollar   operating  expenses   of   the   international
subsidiaries.  The Company estimates that the strengthening of the
U.S.  dollar  in its international markets, primarily  in  Europe,
reduced   its   first  quarter  2002  results  of  operations   by
approximately $.01 per share (basic and diluted) in comparison  to
first quarter 2001.

The  Company  conducts business in all major markets  outside  the
United  States, 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  and  Canadian  subsidiaries.  The  U.S.  dollar  is  the
functional  currency  for  all  other international  subsidiaries.
Effective  first quarter 2000, the Company ceased hedging  any  of
its  foreign currency risks.  The Company had no forward contracts
outstanding at March 31, 2002, or December 31, 2001.

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  September  2000, and with effect from January 1, 2001,  Greece
became  the  twelfth member of the EMU to adopt  the  Euro.   Euro
currency began to circulate on January 1, 2002, and the individual
national  currencies of the participating countries were 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  chose  to  do  so without  encountering  significant
administrative problems.  While the Company continues to  evaluate
the  potential impacts of the common currency, at present  it  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.



CRITICAL ACCOUNTING POLICIES

The   preparation  of  financial  statements  in  conformity  with
generally  accepted accounting principles requires that management
use  judgments to make estimates and assumptions that  affect  the
amounts reported in the financial statements.  As a result,  there
is  some  risk  that reported financial results  could  have  been
materially  different  had  different  methods,  assumptions,  and
estimates been used.  The Company believes that of its significant
accounting   policies,  those  related  to  revenue   recognition,
capitalized  software,  deferred taxes,  investment  in  debt  and
equity securities, bad debt reserves, and inventory may involve  a
higher   degree  of  judgment  and  complexity  as  used  in   the
preparation  of its consolidated financial statements.   (See  the
Company's  Annual Report on Form 10-K for the year ended  December
31,   2001,   for  complete  descriptions  of  these   significant
policies.)


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 the  year  ended
December 31, 2001.



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

Item 1:   Legal Proceedings
          -----------------
As  further described in the Company's Annual Report on Form  10-K
for  the year ended December 31, 2001, the Company has had ongoing
litigation with Intel since 1997.  In April 2002, the Company  and
Intel  reached  an  agreement during the course  of  court-ordered
mediation  that  settles  the litigation involving  the  Company's
Clipper  patents.   Under the terms of the  settlement  agreement,
Intel agreed to pay $300 million to the Company (proceeds of which
were  received  May 1, 2002), the lawsuit pending in  Alabama  has
been   dismissed,  the  companies  have  signed  a  cross  license
agreement,  and the Company will assign certain unrelated  patents
to Intel.

The  Company  and Intel also reached an agreement  establishing  a
range  of  liquidated damages for the pending patent  infringement
suit  in  Texas.  The liquidated damages range from zero if  Intel
prevails to $150 million if Intergraph prevails at trial,  and  an
additional $100 million if Intergraph prevails on appeal and Intel
is  unable  to prove a workaround to the infringement.  The  Texas
trial will occur as scheduled, beginning July 2, 2002.

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

(a)Exhibits - None

(b)Reports on Form 8-K:

   o  On April 14, 2002, the Company filed a Current Report on Form
      8-K, reporting the Company's Board of Directors' amendment and
      restatement of the Company's Bylaws and adoption of a form of
      indemnification agreement to be entered into between the Company
      and each executive officer and member of the Board of Directors.

   o  On April 29, 2002 (amended April 30, 2002), the Company filed
      a Current Report on form 8-K reporting the settlement of the Intel
      lawsuit.


              INTERGRAPH CORPORATION AND SUBSIDIARIES
                            SIGNATURES


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



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




By:   /s/ James F. Taylor, Jr.      By: /s/ Larry J. Laster
      ------------------------          --------------------------
      James F. Taylor, Jr.              Larry J. Laster
      Chief Executive Officer           Executive Vice President
                                        and Chief
                                        Financial Officer
                                        (Principal Financial and
                                        Accounting Officer)

Date: May 14, 2002                Date: May 14, 2002