===============================================================================
                                 
                                 
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                                 
                             FORM 10-Q


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

         For the quarterly period ended September 30, 1996
                                 
                                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)

                             (205) 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:  47,590,587 shares
               outstanding as of September 30, 1996

===============================================================================
                                                                  
                      INTERGRAPH CORPORATION
                             FORM 10-Q
                        September 30, 1996
                                 
                               INDEX

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

  Item 1. Financial Statements
                    
                    
          Consolidated Balance Sheets at September 30, 1996 and           2
             December 31, 1995

          Consolidated Statements of Operations for the quarters
             ended September 30, 1996 and 1995                            3

          Consolidated Statements of Operations for the nine
             months ended September 30, 1996 and 1995                     4

          Consolidated Statements of Cash Flows for the nine
             months ended September 30, 1996 and 1995                     5

          Notes to Consolidated Financial Statements                    6 - 10

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


PART II. OTHER INFORMATION

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


SIGNATURES                                                               20



PART I. FINANCIAL INFORMATION
                                 
                  INTERGRAPH CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                                (Unaudited)

-------------------------------------------------------------------------------
                                                    September 30,  December 31,
                                                        1996           1995
-------------------------------------------------------------------------------
(In thousands except share and per share amounts)

Assets
  Cash and cash equivalents                           $ 38,595      $ 56,407
  Accounts receivable, net                             308,292       324,051
  Inventories                                           95,269       111,813
  Refundable income taxes                                5,810         6,391
  Other current assets                                  35,171        43,190
-------------------------------------------------------------------------------
      Total current assets                             483,137       541,852

  Investments in affiliated companies                   21,141        11,636
  Other assets                                          63,133        59,900
  Property, plant, and equipment, net                  187,898       212,657
-------------------------------------------------------------------------------
      Total Assets                                    $755,309      $826,045
===============================================================================


Liabilities and Shareholders' Equity
  Trade accounts payable                              $ 38,579      $ 54,352
  Accrued compensation                                  49,796        51,301
  Other accrued expenses                                64,364        72,479
  Billings in excess of sales                           49,768        63,707
  Income taxes payable                                   4,373         6,720
  Short-term debt and current 
   maturities of long-term debt                         32,562        32,153
-------------------------------------------------------------------------------
      Total current liabilities                        239,442       280,712

  Deferred income taxes                                  3,804         3,881
  Long-term debt                                        31,319        37,388
-------------------------------------------------------------------------------
      Total liabilities                                274,565       321,981
-------------------------------------------------------------------------------

  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                          230,394       233,940
   Retained earnings                                   373,291       408,791
   Cumulative translation adjustment                     4,950         8,650
   Unrealized holding gain on 
    available-for-sale securities                        8,745           ---
-------------------------------------------------------------------------------
                                                       623,116       657,117
   Less - cost of 9,770,775 treasury shares at 
    September 30, 1996 and 10,501,309 treasury 
    shares at December 31, 1995                       (142,372)     (153,053)
-------------------------------------------------------------------------------
      Total shareholders' equity                       480,744       504,064
-------------------------------------------------------------------------------
      Total Liabilities and Shareholders' Equity      $755,309      $826,045
===============================================================================

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

                                 
              INTERGRAPH CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF OPERATIONS
                            (Unaudited)
                                 
-------------------------------------------------------------------------------
Quarter Ended September 30,                    1996        1995
-------------------------------------------------------------------------------
(In thousands except per share amounts)

Revenues
 Systems                                    $185,310     $181,143
 Maintenance and services                     91,003       98,088
-------------------------------------------------------------------------------
   Total revenues                            276,313      279,231
-------------------------------------------------------------------------------

Cost of revenues
 Systems                                     117,210      115,300
 Maintenance and services                     56,102       57,959
-------------------------------------------------------------------------------
   Total cost of revenues                    173,312      173,259
-------------------------------------------------------------------------------

   Gross profit                              103,001      105,972

Product development                           26,563       26,561
Sales and marketing                           60,482       64,486
General and administrative                    25,325       23,752
-------------------------------------------------------------------------------

   Loss from operations                      ( 9,369)     ( 8,827)

Interest expense                             ( 1,318)     (   896)
Interest income                                  453          396
Gains on sales of investments in 
 affiliated companies                            316          376
Equity in earnings (losses) of 
 affiliated companies                        ( 2,941)         863
Other income (expense) - net                 ( 1,071)          39
-------------------------------------------------------------------------------

   Loss before income taxes                  (13,930)     ( 8,049)

Income taxes                                     ---          ---
-------------------------------------------------------------------------------

   Net loss                                 $(13,930)    $( 8,049)
===============================================================================

   Net loss per share                       $(   .29)    $(   .17)
===============================================================================

Weighted average shares outstanding           47,243       46,146
===============================================================================

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

                                 
              INTERGRAPH CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF OPERATIONS
                            (Unaudited)
                                 
-------------------------------------------------------------------------------
Nine Months Ended September 30,               1996        1995
-------------------------------------------------------------------------------
(In thousands except per share amounts)

Revenues
 Systems                                    $523,409     $506,831
 Maintenance and services                    277,776      289,896
-------------------------------------------------------------------------------
   Total revenues                            801,185      796,727
-------------------------------------------------------------------------------

Cost of revenues
 Systems                                     335,691      321,636
 Maintenance and services                    165,722      169,584
-------------------------------------------------------------------------------
   Total cost of revenues                    501,413      491,220
-------------------------------------------------------------------------------

   Gross profit                              299,772      305,507

Product development                           77,812       86,231
Sales and marketing                          189,936      201,294
General and administrative                    72,879       71,021
Restructuring charge                             ---        7,470
-------------------------------------------------------------------------------

   Loss from operations                      (40,855)     (60,509)

Interest expense                             ( 3,723)     ( 2,726)
Interest income                                1,333        1,285
Gains on sales of investments in 
 affiliated companies                          9,689        5,972
Equity in earnings of affiliated companies       977        3,266
Other income (expense) - net                 ( 2,921)         233
-------------------------------------------------------------------------------

   Loss before income taxes                  (35,500)     (52,479)

Income taxes                                     ---          ---
-------------------------------------------------------------------------------

   Net loss                                 $(35,500)    $(52,479)
===============================================================================

   Net loss per share                       $(   .75)    $(  1.14)
===============================================================================

Weighted average shares outstanding           47,046       45,894
===============================================================================

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

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

-------------------------------------------------------------------------------
Nine Months Ended September 30,                         1996          1995
-------------------------------------------------------------------------------
(In thousands)

Cash provided by (used for):
Operating Activities:
  Net loss                                            $(35,500)    $(52,479)
  Adjustments to reconcile net loss to net
  cash provided by operating activities:
   Depreciation and amortization                        57,569       59,632
   Non-cash portion of restructuring charge                ---        4,110
   Collection of income tax refunds                      1,932       22,146
   Gains on sales of investments in affiliated 
    companies                                          ( 9,689)     ( 5,972)
   Equity in earnings of affiliated companies          (   977)     ( 3,266)
   Net changes in current assets and liabilities       ( 1,733)      22,101
-------------------------------------------------------------------------------
   Net cash provided by operating activities            11,602       46,272
-------------------------------------------------------------------------------

Investing Activities:
  Purchase of property, plant, and equipment           (23,974)     (37,885)
  Capitalized software development costs               (12,093)     (20,476)
  Proceeds from sales of investments in 
   affiliated companies                                 10,077        7,408
  Other                                                (   605)     (11,036)
-------------------------------------------------------------------------------
   Net cash used for investing activities              (26,595)     (61,989)
-------------------------------------------------------------------------------

Financing Activities:
  Gross borrowings                                      11,439       34,139
  Debt repayment                                       (17,715)     (46,518)
  Proceeds of employee stock purchases                   2,685        2,856
  Proceeds of exercise of stock options                    285        2,770
-------------------------------------------------------------------------------
   Net cash used for financing activities              ( 3,306)     ( 6,753)
-------------------------------------------------------------------------------
Effect of exchange rate changes on cash                    487        2,067
-------------------------------------------------------------------------------
Net decrease in cash and cash equivalents              (17,812)     (20,403)
Cash and cash equivalents at beginning of period        56,407       61,393
-------------------------------------------------------------------------------
Cash and cash equivalents at end of period            $ 38,595     $ 40,990
===============================================================================

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   balance   sheet   at
        December  31,  1995, the consolidated  statement  of  cash
        flows  for  the nine months ended September 30, 1995,  and
        to  the  consolidated  statements of  operations  for  the
        quarter  and  nine  months ended  September  30,  1995  to
        provide    comparability   with   the    current    period
        presentation.


NOTE 2: In  October  1995, the Company entered into a three  year,
        $100  million revolving credit agreement with a  group  of
        lenders.   This  line of credit represents  the  Company's
        primary source of external funding.  At May 31, 1996,  the
        Company  did  not  meet  the cumulative  minimum  required
        level of earnings before income taxes, interest, and  non-
        cash items required by the agreement, and as a result  the
        lenders  reduced credit available under the  agreement  to
        $75  million.  At June 30, 1996, the Company  was  not  in
        compliance  with the capital expenditure covenant  of  the
        agreement and at July 31, 1996, the Company did  not  meet
        the  minimum  net worth financial covenant.  On  September
        11,  1996,  the  lenders granted a waiver of  default  for
        failure  to  comply with these covenants and  amended  the
        agreement  to  revise  certain  financial  covenants.   In
        addition, the lenders have placed an availability  reserve
        of  $25  million on the line of credit until  the  Company
        has  met the amended financial covenants for a consecutive
        six  month  period, effectively reducing the line  to  $50
        million for that  period.  The Company was  in  compliance 
        with all covenants as of September 30, 1996.

        An  international  subsidiary of the  Company  has  a  $20
        million  term  loan agreement with a bank,  guaranteed  by
        the   parent   company,   which   includes   cross-default
        provisions  with the Company's revolving credit  agreement
        and various other restrictive covenants.


NOTE 3: Inventories  are  stated at the lower of average  cost  or
        market and are summarized as follows:
        
        ----------------------------------------------------------   
                              September 30,    December 31,
                                  1996            1995          
        ----------------------------------------------------------
        (In thousands)
        
        Raw materials           $26,254         $ 36,336
        Work-in-process          23,998           25,037
        Finished goods           16,073           17,140
        Service spares           28,944           33,300
        ----------------------------------------------------------
        Totals                  $95,269         $111,813        
        ==========================================================

                                 
              INTERGRAPH CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4: Property,  plant, and equipment - net includes  allowances
        for  depreciation and amortization of $311.8  million  and
        $304.6  million  at September 30, 1996  and  December  31,
        1995, respectively.


NOTE 5: In  the quarter ended March 31, 1996, the Company sold its
        stock  investment in an affiliated company at  a  gain  of
        $9.4  million ($.20 per share).  The gain is  included  in
        "Gains  on  sales of investments in affiliated  companies"
        in  the consolidated statement of operations for the  nine
        months ended September 30, 1996.

        In  the quarter ended June 30, 1995, the Company sold  one
        of  its  subsidiaries at a gain of $5.0 million ($.11  per
        share).   The  subsidiary  was  not  significant  to   the
        Company's results of operations.  The gain is included  in
        "Gains  on  sales of investments in affiliated  companies"
        in  the consolidated statement of operations for the  nine
        months ended September 30, 1995.


NOTE 6: In the  quarter  ended  September 30, 1996, a  company  in  
        which  the Company holds a  minority interest underwent an  
        initial public offering of its  stock.  In accordance with   
        Statement  of   Financial   Accounting  Standards No. 115, 
        "Accounting for Certain Investments  in  Debt  and  Equity  
        Securities", the Company  measures its investment in  this  
        affiliate  at  market  value.    The Company's  unrealized  
        gain of  $8.7  million on this investment  is  included in 
        "Unrealized holding gain on available-for-sale securities"  
        in the shareholders' equity  section  of the  consolidated  
        balance sheet at September 30, 1996.


NOTE 7: During  the second quarter of 1995, the Company  undertook
        a  restructuring  program designed to  further  adapt  the
        Company's  cost structure to changed industry  and  market
        conditions.    The   program,   as   originally   planned,
        consisted   of  direct  reductions  in  workforce,   other
        workforce  reductions through attrition,  and  disposition
        of  four  unprofitable non-core business  units  over  the
        twelve  month  period ended June 30, 1996.   The  program,
        had  it  been  fully  executed with respect  to  the  four
        business  units, would have provided an operating  expense
        reduction  of  approximately $100 million  annually  on  a
        prospective  basis.   Of  this  total  anticipated  annual
        savings, approximately $66 million was to be derived  from
        disposition  of the business units.  As of  September  30,
        1996,  the  Company  does not have  committed  buyers  for
        these  business  units.   The Company  is  continuing  its
        efforts to sell these businesses.

        Revenues  and  losses of the four business  units  totaled
        $47  million and $21 million, respectively, for the  first
        nine   months  of  1996  ($59  million  and  $28  million,
        respectively,  for  the first nine months  of  1995),  and
        their  total  assets are approximately $39  million.   The
        Company  estimates annual savings related to restructuring
        actions  taken  to date of $35 million, derived  primarily
        from reduced employee headcount.

                                 
              INTERGRAPH CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


        The  second quarter 1995 restructuring charge totaled $7.5
        million, primarily for employee severance pay and  related
        costs.    Approximately  450  positions  were   eliminated
        through    direct    reductions   in    workforce,    with
        approximately  350  others eliminated  through  attrition.
        All  employee  groups were affected, but the  majority  of
        eliminated   positions  derived  from  the  research   and
        development,  systems engineering and support,  and  sales
        and  marketing areas.  The total cash expenditure  through
        December  31,  1995  was $3.6 million.  Cash  expenditures
        during   the   first  nine  months  of   1996   were   not
        significant.   The  $7.5  million charge  is  included  in
        "Restructuring  charge" in the consolidated  statement  of
        operations for the nine months ended September 30, 1995.

        Unrelated  to  the  1995 restructuring plan,  the  Company
        announced  in  July 1996 its intention  to  sell  its  50%
        ownership  interest in Bentley Systems, Inc.  The  Company
        does   not  have  a  committed  buyer  for  its  ownership
        interest  as  of  September 30,  1996.   See  Management's
        Discussion   and  Analysis  of  Financial  Condition   and
        Results  of  Operations  for further  description  of  the
        Company's relationship with Bentley.

NOTE 8: Supplementary  cash  flow  information  is  summarized  as
        follows:

        Changes  in  current assets and liabilities,  net  of  the
        effects  of  a  business acquisition and  divestiture  and
        restructuring  charges, in reconciling  net  loss  to  net
        cash provided by operations are as follows:

        ----------------------------------------------------------
                            Cash Provided By (Used For) Operations
        Nine Months Ended 
         September 30,                      1996          1995
        ----------------------------------------------------------   
        (In thousands)
        
        (Increase) decrease in:
        Accounts receivable, net          $ 10,570      $ 51,144
        Inventories                         18,889        17,152
        Refundable income taxes            (   536)      ( 1,708)
        Other current assets                 7,686       ( 6,182)
        
        Increase (decrease) in:
        Trade accounts payable             (15,197)      (10,587)
        Accrued compensation and other 
         accrued expenses                  ( 6,749)        3,669
        Billings in excess of sales        (13,282)      (27,988)
        Income taxes payable               ( 3,114)      ( 3,399)
        ----------------------------------------------------------  
        Net changes in current assets 
         and liabilities                  $( 1,733)     $ 22,101
        ==========================================================

        Cash  payments  for  income taxes totaled  $3,719,000  and
        $3,128,000  for the nine months ended September  30,  1996
        and   1995,  respectively.   Cash  payments  for  interest
        during  those  periods totaled $3,494,000 and  $2,673,000,
        respectively.

                                 
                                 
              INTERGRAPH CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


        Investing  and  financing transactions in the  first  nine
        months  of  1996  that did not require cash  included  the
        issuance  of 438,357  shares of the Company's common stock
        to two individuals in connection with the Company's efforts
        to  build  its Public Safety business in the Asia  Pacific
        region   and  an  $8.7  million  favorable  mark-to-market
        adjustment  of an investment (see Note 6).  Investing  and
        financing  transactions in the first nine months  of  1995
        that  did not require cash consisted of acquisition  of  a
        business    for   total   consideration   of   $7,500,000,
        consisting of issuance of 797,931 shares of the  Company's
        common  stock  and the granting of options on  148,718  of
        the   Company's  shares  to  employees  of  the   acquired
        company.


NOTE 9: Effective  January 1, 1996, the Company adopted  Statement
        of Financial Accounting Standards No. 121, "Accounting for
        the  Impairment  of Long-Lived Assets and  for  Long-Lived
        Assets  to be  Disposed  of".  For long-lived  assets  and
        certain  intangible  assets to be  held  and  used  by  an
        entity,  including  goodwill,  the  Statement  requires  a
        review  for  impairment  whenever  events  or  changes  in
        circumstances  indicate that the  carrying  amount  of  an
        asset  may  not be recoverable, including an  estimate  of
        the  future cash flows expected to result from use of  the
        asset  and its eventual disposition.   An impairment loss,
        based  on  a comparison of the carrying value to the  fair
        value  of  the asset,  must be recognized if the   sum  of
        the  expected future  cash flows from  the asset  is  less
        than  the  carrying amount of the asset.   For  long-lived
        assets  and certain identifiable intangible assets  to  be
        disposed  of,  the Statement requires financial  statement
        reporting  at  the lower of the carrying  amount  or  fair
        value  of  the  asset less cost to sell.   Application  of
        this  Statement  did not materially affect  the  Company's
        results  of operations or financial position in the  first
        nine months of 1996.


NOTE 10:Statement  of  Financial  Accounting  Standards  No.  123,
        "Accounting for   Stock-Based  Compensation",   which   is
        effective  for  transactions entered into during  calendar
        year  1996  for  the Company, establishes  accounting  and
        reporting  standards for stock-based employee compensation
        plans  including,  with  respect  to  the  Company,  stock
        options and employee stock purchase plans.

        The  Statement  defines  a  fair  value-based  method   of
        accounting   for  employee  stock  options   under   which
        compensation  cost  is measured at the  date  options  are
        granted  and  recognized by charges to  expense  over  the
        employees' service periods, and it encourages entities  to
        adopt  that method of accounting.  It also allows entities
        to  continue to measure compensation cost using the method
        prescribed   under  Accounting  Principles   Board   (APB)
        Opinion No. 25, "Accounting for Stock Issued to Employees",
        under  which  compensation expense is recognized  for  the
        excess, if any, of the market price of the stock at  grant
        date over the amount the employee must pay to acquire  the
        stock.   The Company, under the provisions of APB No.  25,
        recognizes  no  compensation expense  for  employee  stock
        options  when options are granted to employees at a  price
        equal  to the market price of the Company's stock  at  the
        date of grant, and recognizes no compensation expense  for
        the  price discount given its employees under its employee
        stock  purchase plan.  The Company has elected  to  remain
        under  the  provisions of APB No. 25 with respect  to  its
        employee  stock  options that are granted at market  price
        at  date  of  grant, and with respect  to   its   employee
        stock   purchase  plan.   This  decision will  result   in
        recognition  of no  compensation expense for stock options
        or  employee  stock  purchases in 1996 and  future  years.
        However,  in accordance with the disclosure provisions  of
        the  Statement, and commencing with its 1996 Annual Report
        to  Shareholders, the Company will provide proforma  basis
        information to reflect results of operations and  earnings
        per  share  had  compensation expense been recognized  for
        these items.


NOTE 11: In  January  1995,  the  Company  acquired  all  of   the
        outstanding stock of InterCAP Graphics Systems,  Inc.  for
        total   consideration  of  $7.5  million,  consisting   of
        issuance  of 797,931 shares of the Company's common  stock
        and  the  granting  of stock options  on  148,718  of  the
        Company's  shares to employees of InterCAP.   InterCAP  is
        engaged   in  the  business  of  designing  and  producing
        computer   software  systems  that  assist  in   creating,
        editing,     converting    and    presenting     technical
        illustrations  used  by  large manufacturing  firms.   The
        accounts  and results of operations of InterCAP have  been
        combined  with  those of the Company  since  the  date  of
        acquisition using the purchase method of accounting.   The
        acquisition  has  not  had  a  material  effect   on   the
        Company's results of operations.

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

SUMMARY
-------

Earnings.   The Company incurred a net loss of $.29 per  share  on
revenues  of $276.3 million in the third quarter of 1996 versus  a
loss  of $.17 per share on revenues of $279.2 million in the third
quarter  of 1995.  For the first nine months of 1996, the  Company
lost $.75 per share on revenues of $801.2 million versus a loss of
$1.14  per share on revenues of $796.7 million for the same  prior
year  period.  The loss for the first nine months of 1996 included
a  $9.4 million ($.20 per share) gain on the sale of an investment
in  an affiliated company.  The loss for the first nine months  of
1995 included a $7.5 million ($.16 per share) restructuring charge
(see  "Restructuring" below) and a $5.0 million ($.11  per  share)
gain  on  the  sale  of a subsidiary operation.  Losses  excluding
these  non-recurring  items and all other items  of  non-operating
income and expense totaled $.87 per share in the first nine months
of  1996 versus $1.16 per share in the first nine months of  1995.
This  $.29  per  share  improvement results primarily  from  a  5%
decline in operating expenses.

The Company's losses from operations in the third quarter and first
nine months of 1996 result primarily from a revenue shortfall and
from declining gross margins.

The Company expects that current industry conditions characterized
by  rapidly  changing technologies, demand for higher  performance
and  lower  priced products, intense competition, shorter  product
cycles, and by development and support of software standards  that
result  in  less  specific hardware and software  dependencies  by
customers  will continue through the end of 1996 and beyond.   The
Company  believes the life cycle of its products to be  less  than
two  years,  and  it  is therefore engaged in  continuous  product
development  activity.  The operating results of the  Company  and
others  in the industry will continue to depend on the ability  to
accurately  anticipate  customer  requirements  and  technological
trends  and  to rapidly and continuously develop and  deliver  new
hardware  and  software  products that are  competitively  priced,
deliver  enhanced performance, and meet customer requirements  for
standardization  and interoperability.  The Company  believes  its
new operating system, software application offerings, and hardware
architecture  strategies  will prove to be  the  correct  choices;
however, revenue to date associated with new product offerings has
not  met  expectations, resulting in a revenue base  that  is  not
adequate  to  cover operating expenses.  To achieve profitability,
the   Company  must  substantially  increase  sales  volume  while
continuing to control cost.

Restructuring.   During the second quarter of  1995,  the  Company
undertook  a restructuring program designed to further  adapt  the
Company's   cost   structure  to  changed  industry   and   market
conditions.   The  program, as originally  planned,  consisted  of
direct reductions in workforce, other workforce reductions through
attrition, and disposition of four unprofitable non-core  business
units  over  the  twelve month period ended June  30,  1996.   The
program,  had  it  been fully executed with respect  to  the  four
business units, would have provided an operating expense reduction
of approximately $100 million annually on a prospective basis.  Of
this  total anticipated annual savings, approximately $66  million
was  to be derived from disposition of the business units.  As  of
September 30, 1996, the Company does not have committed buyers for
these  business units.  The Company is continuing its  efforts  to
sell these business units.

Revenues and losses of the four business units totaled $47 million
and  $21 million, respectively, for the first nine months of  1996
($59   million and $28 million, respectively, for the  first  nine
months  of  1995),  and their total assets are  approximately  $39
million.    The  Company  estimates  annual  savings  related   to
restructuring  actions  taken thus far  of  $35  million,  derived
primarily from reduced employee headcount.

The second quarter 1995 restructuring charge totaled $7.5 million,
primarily   for   employee  severance  pay  and   related   costs.
Approximately   450  positions  were  eliminated  through   direct
reductions  in workforce, with approximately 350 others eliminated
through  attrition.  All employee groups were  affected,  but  the
majority  of  eliminated positions derived from the  research  and
development,  systems  engineering  and  support,  and  sales  and
marketing areas.  The total cash expenditure through December  31,
1995  was  $3.6 million.  Cash expenditures during the first  nine
months  of  1996 were insignificant.  The $7.5 million  charge  is
included  in "Restructuring charge" in the consolidated  statement
of operations for the nine months ended September 30, 1995.

Bentley  Systems,  Inc.   The Company has a non-exclusive  license
agreement  with Bentley Systems, Inc. (BSI), a 50%-owned affiliate
of  the  Company,  under which the Company has  a  right  to  sell
MicroStation, a software product developed and maintained  by  BSI
and  utilized in many of the Company's software applications,  via
its  direct sales force, and to sell MicroStation via its indirect
sales  channels  if  MicroStation is sold  with  other  Intergraph
products.   During  the first nine months of 1996,  the  Company's
sales  of  MicroStation declined by 44% from the same  prior  year
period  to approximately $21 million.  Effective January 1,  1996,
the  per  copy royalty payable by the Company to BSI was increased
31%.  In addition, in 1995, BSI was obligated to pay the Company a
per  copy  distribution fee based on BSI's MicroStation  sales  to
resellers.   In  1996,  the Company no longer  has  the  right  to
receive   per  copy  distribution  fees  from  BSI.   The  Company
estimates  that  these reduced revenues, increased  royalties  and
discontinued  distribution  fees  increased  its   net   loss   by
approximately  $20 million or $.42 per share for  the  first  nine
months of 1996.

The  Company's  business relationship with BSI is the  subject  of
three  arbitration  proceedings, the  outcome
of which cannot currently be predicted.  In July 1996, the Company
announced the engagement of an  investment banking firm  to  value
and sell its ownership interest in BSI.  The Company did  not have
a committed buyer at September 30, 1996.

New  Products.   During  the first quarter of  1996,  the  Company
announced  a  complete line of workstations and servers  based  on
Intel  Corporation's Pentium Pro microprocessor, including the  TD
desktop  and  high-end  TDZ  workstations  for  graphics-intensive
applications,  the StudioZ workstation for manipulation  of  video
and  film imagery, and a line of Web servers for meeting the heavy
demand  of visitors to a web site.  These products began  shipping
in   the   first  quarter  with  the  exception  of  the   StudioZ
workstation,  which began shipping in the third  quarter.   During
the second quarter of 1996, the Company announced a new add-in  3D
graphics  card,  Intense 3D, which delivers workstation  class  3D
graphics  to the Pentium- or Pentium Pro-based personal  computer.
These graphics cards began shipping in the third quarter.

In  late  1995,  the Company announced its Jupiter  technology,  a
Windows-based  component  software  architecture   that   is   the
foundation   of    many  new  computer-aided-design/computer-aided
manufacturing/computer-aided-engineering (CAD/CAM/CAE) and geographic
information  systems  (GIS) applications software  products  under
development  by  the  Company.  The first two  products  built  on
Jupiter  technology began shipping in the second quarter.  Initial
sales of these products have not met Company expectations and have
not contributed substantially to 1996 revenues, due in part to the
offering of these products on a "try and buy" basis with resulting
delays in sales, and to certain performance issues in the  initial
release of the software.  The second release of these products  is
scheduled  for November 1996.  The Company continues   to  believe
that  these  products will be key contributors to the  long-  term
success of the Company.


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

Orders.   Systems  orders  for the third quarter  and  first  nine
months   of  1996  totaled  $182.1  million  and  $511.7  million,
respectively, a decrease of 4% and 1%, respectively, from the same
prior  year periods.  U.S. systems orders were down 18%  and  10%,
respectively,  from  the third quarter and first  nine  months  of
1995.   The  decline  in  U.S. orders  results  primarily  from  a
decrease  in Federal government orders and in one of the Company's
non-core   business   units  that  is  part   of   the   Company's
restructuring  plan.  International systems orders for  the  third
quarter  and  first  nine  months of 1996  were  up  13%  and  8%,
respectively,  from the same prior year periods.  Soft  demand  in
Europe  was  offset  by  increased orders in  other  international
regions, primarily the Asia Pacific region.  International  orders
outside  of Europe for the third quarter and first nine months  of
1996  were up 84% and 31%, respectively, from the same prior  year
periods  due  in  large  part to orders for the  Company's  Public
Safety   software   products  and  related  consulting   services.
European orders for the first nine months of 1996 are down 6% from
the same prior year period.

NAVAIR/SPAWAR Contract.  In July 1994, the U.S. Navy  awarded  the
Company  the Naval Air Systems Command and Space and Naval Warfare
Command  contract  ("NAVAIR and SPAWAR")  to  provide  CAD/CAM/CAE
systems  and services for electronics and mechanical applications.
The  estimated maximum value of the NAVAIR/SPAWAR contract is $398
million,  and  the term of the contract is twelve years,  assuming
all optional annual renewals of the contract are exercised.  Under
the  terms of the contract, the customer is obligated to  purchase
only  $1  million  in systems and services, and there  can  be  no
assurance  that  the Company will receive orders for  the  maximum
value  of  the  contract.  Given the nature of the  contract,  the
Company  cannot  determine  the amount  of  orders  that  will  be
received or anticipate the level of annual revenues over the  term
of  the contract.  Orders and revenues under this contract in  the
first nine months of 1996 were not significant.

Soon  after  the  original award, the NAVAIR/SPAWAR  contract  was
formally  protested  by one of the losing  bidders.   The  Company
supported  the  efforts  of  the Navy  in  defending  against  the
protest,  and in October 1994, the Company was notified  that  the
original award was upheld.  This holding was appealed through  the
federal  court system, and in July 1996, the Company was  notified
that  the contract would stand as originally awarded.  No  further
protests of this contract are expected.

Revenues.   Total revenues for the third quarter  and  first  nine
months   of   1996   were  $276.3  million  and  $801.2   million,
respectively, down approximately 1% from the third quarter of 1995
and  flat  with the first nine months of 1995.  Sales outside  the
U.S. represented 54% of total revenues in the first nine months of
1996,  relatively unchanged from the first nine  months  of  1995.
European  revenues were 33% of total revenues for the  first  nine
months of 1996, also relatively unchanged from the comparable 1995
period.

Systems.   Systems revenues for the third quarter and  first  nine
months   of   1996   were  $185.3  million  and  $523.4   million,
respectively, up 2% and 3%, respectively, from the same prior year
periods.  Federal government systems revenues were up 13% from the
first nine months of 1995, while U.S. commercial revenues declined
7%, resulting in an overall unchanged level of systems revenue  in
the U.S.  The decrease in U.S. commercial systems revenues results
from  a  revenue decline in one of the Company's non-core business
units that is part of the Company's restructuring plan.  Excluding
this business unit, U.S. systems revenues were up 4% from the first  
nine months of 1995.  International systems revenues for first nine 
months of 1996 were up 7% from  the  same prior  year  period.  
European revenues were flat with  the  prior year  level,  while  
systems revenues for the other international regions, primarily the 
Asia Pacific region, have increased by 18%, due in part to increased 
activity in Public  Safety  software products and consulting.

Hardware revenues for the first nine months of 1996 have increased
10% from the prior year period.  Workstation and server unit sales
in  the first nine months of 1996 were up 38% from the prior  year
period;  however, workstation and server revenues  increased  only
22%  due  to  a 5% decline in the average per unit selling  price.
Software  revenues  were  down  7%  from  the  prior  year  level,
including  a  44%  decline in MicroStation revenues  (for  further
discussion of this impact on the Company, see "Bentley Systems, Inc."
above).   Excluding MicroStation, software revenues  increased  5%
from the first nine months of 1995 due primarily to an increase in
sales of plant design and electronics software applications. Sales  
of Windows based software represented approximately 76%  of  total  
software   revenues during the first nine months of 1996,  up from 
approximately 67% for the comparable prior year period.

Hardware revenues for 1996 have increased at less than the planned
rate.  Software revenues have declined and are well below plan due
to  slower  than anticipated orders for the Company's new  Jupiter
Windows-based software products, soft demand in Europe and in  the
Company's   federal  government  business,  less   than   expected
effectiveness in indirect sales channels, and loss of MicroStation
sales.

Maintenance  and  Services.   Maintenance  and  services   revenue
consists of revenues from maintenance of Company systems and  from
Company provided training, consulting, and other services.   These
forms  of revenue totaled $91.0 million for the third quarter  and
$277.8 million for the first nine months of 1996, a decline of  7%
and  4%,  respectively, from the comparable  prior  year  periods.
Maintenance  revenues for the first nine months  of  1996  totaled
$214.7  million, down 12% from the same prior year period  due  to
the  trend  within the industry toward lower priced  products  and
longer    warranty    periods.    Services   revenue    represents
approximately 8% of total revenues and has increased 34% from  the
same prior year period.


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

The  Company's total gross margin for the third quarter and  first
nine  months of 1996 was approximately 37.4% versus 38.3% for  the
first nine months of 1995 and 39.1% for the full year 1995.

Systems margin for the third quarter and first nine months of 1996
was  36.7% and 35.9%, respectively, relatively flat with the  same
prior  year periods.  Systems margin for the first nine months  of
1996  was  down  2.2 points from the full year 1995  level.   This
decline  is  due primarily to the higher hardware content  of  the
Company's  products  that results from declining  software  sales.
Additionally,  in  1996, the Company no longer receives  per  copy
distribution  fees on BSI's MicroStation sales to  resellers,  and
the  Company is paying per copy royalties to BSI at a  31%  higher
rate  (for  further discussion of this impact on the Company,  see
"Bentley Systems, Inc." above).

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

Maintenance and services margin for the third quarter  was  38.4%,
down  2.5  points from the third quarter 1995 level.   Maintenance
and  services margin for the first nine months of 1996 was  40.3%,
down 1.2 points from the same prior year period and down .7 points
from the full year l995 level.


OPERATING EXPENSES (exclusive of restructuring charges)
-------------------------------------------------------

Operating expenses for the third quarter and first nine months  of
1996  decreased 2% and 5%, respectively, from the same prior  year
periods.  Average total Company headcount has declined by 5% since
September 30, 1995.

Product  development  expense for the third quarter  of  1996  was
relatively flat with the prior year period, and for the first nine
months of 1996 was down 10% from the same period last year.  Sales
and  marketing expense for both the third quarter and  first  nine
months of 1996 decreased approximately 6% from the same prior year
periods. These declines are due primarily to declines in headcount  
and related overhead expenses resulting from restructuring actions  
taken in the second quarter of 1995.  Partially offsetting these  
declines are a decrease in the amount of new software product 
development expenses qualifying for capitalization  and  increased  
product advertising and  promotional expenses  associated with the 
Company's new product offerings.  General and administrative expense 
for the third  quarter and first nine months of 1996 increased 7% 
and 3%, respectively, from the same prior year periods due primarily 
to an increase in U.S. legal expenses, expenses associated with the
Company's   revolving  credit  agreement,   and   the   costs   of
implementation of new business systems software.


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

Interest  expense was $1.3 million for the third quarter and  $3.7
million  for the first nine months of 1996 versus $.9 million  and
$2.7 million, respectively, for the same prior year periods.   The
Company's average outstanding debt has increased in comparison  to
the   same  prior   year  periods.   See  "Liquidity  and  Capital
Resources"  below  for  a  discussion  of  the  Company's  current
financing requirements.

In  the first quarter of 1996, the Company sold a stock investment
in  an  affiliated company, resulting in a gain  of  $9.4  million
($.20  per  share).  In the second quarter of 1995,   the  Company
sold  one of its subsidiary operations, resulting in a gain of  $5
million  ($.11 per share).  These gains are included in "Gains  on
sales  of investments in affiliated companies" in the consolidated
statements of operations.

"Other  income (expense) - net" in the consolidated statements  of
operations  consists  primarily  of  aggregate  foreign   exchange
gains/losses, other miscellaneous items of nonoperating income and
expense, and nonrecurring charges/credits.


IMPACT OF CURRENCY FLUCTUATIONS AND CURRENCY RISK MANAGEMENT
------------------------------------------------------------

Fluctuations  in  the  value of the U.S. dollar  in  international
markets can have a significant impact on the Company's results  of
operations.  For the first nine months of 1996 and the  full  year
1995,  approximately  54% of the Company's revenues  were  derived
from  customers  outside  the  United  States,  primarily  through
subsidiary  operations.  Most subsidiaries sell to  customers  and
incur  and pay operating expenses in local currency.  These  local
currency revenues and expenses are translated to dollars for  U.S.
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.  A weaker U.S.  dollar
will  have  the  opposite  effect.  The  effect  of  the  slightly
stronger  U.S. dollar thus far in 1996 has not materially affected
the Company's results of operations.

The  Company conducts business in all major markets outside of the
U.S., but the most significant of these operations with respect to
currency  risk  are  located in Europe, specifically  in  Germany,
U.K.,   The  Netherlands,  France and Spain.   Primarily  but  not
exclusively in these locations, the Company has certain   currency
related  asset  and  liability  exposures  against  which  certain
measures,  primarily hedging, are taken to reduce  currency  risk.
With  respect to these exposures, the objective of the Company  is
to  protect  against financial statement volatility  arising  from
changes in exchange rates with respect to amounts denominated  for
balance  sheet  purposes in a currency other than  the  functional
currency  of the local entity.  The Company therefore enters  into
forward  exchange  contracts primarily related  to  these  balance
sheet  items  (intercompany receivables, payables, and  formalized
intercompany  debt).   Periodic changes  in  the  value  of  these
contracts  offset exchange rate-related changes in  the  financial
statement  value  of these balance sheet items.  Forward  exchange
contracts  are purchased with maturities reflecting  the  expected
settlement  dates  of these balance sheet items  (generally  three
months or less), and only in amounts sufficient to offset possible
significant  currency rate related changes in the recorded  values
of  these  balance  sheet  items,  which  represent  a  calculable
exposure  for the Company from period to period.  Since this  risk
is calculable and these contracts are purchased only in offsetting
amounts, neither the contracts themselves nor the exposed  foreign
currency  denominated balance sheet items are  likely  to  have  a
significant effect on the Company's financial position or  results
of  operations.  The Company's positions in these derivatives  are
continuously  monitored  to ensure protection  against  the  known
balance  sheet exposures described above.  By policy, the  Company
is  prohibited  from market speculation via such  instruments  and
therefore  does  not take currency positions exceeding  its  known
financial  statement exposures, and does not  otherwise  trade  in
currencies.


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

The  Company  incurred a loss before income tax benefit  of  $35.5
million  in the first nine months of 1996 versus $52.5 million  in
the  first  nine months of 1995.  The 1996 loss generated  minimal
net  financial statement tax benefit, as the majority of available
tax  benefits were offset by tax expenses in individual profitable
international subsidiaries.


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

At  September  30, 1996, cash and cash equivalents  totaled  $38.6
million  compared  to $56.4 million at December  31,  1995.   Cash
generated from operations in the first nine months of 1996 totaled
$11.6  million  ($46.3 million in the first nine months  of  1995,
including  $22.1 million in refunds of prior years'  U.S.  federal
income  tax payments as the result of carryback of the  1994  U.S.
tax return loss).

Net  cash  used for investing activities totaled $26.6 million  in
the  first  nine months of 1996 versus $62.0 million in the  first
nine  months  of  1995.   Included in  investing  activities  were
capital expenditures of $24.0 million ($37.9 million in the  first
nine  months of 1995), primarily for Intergraph products  used  in
hardware  and  software  development.  The  Company  expects  that
capital  expenditures for the full year 1996 will require  $30  to
$35  million, primarily for computer equipment manufactured by the
Company  for  use  in  hardware  and  software  development.   The
Company's revolving credit agreement contains certain restrictions
on the level of the Company's capital expenditures (see "Revolving
Credit  Agreement" below).  Other significant investing activities
included  $12.1  million  for capitalizable  software  development
costs  ($20.5 million in the first nine months of 1995) and  $10.1
million  in  proceeds  from  sales of  investments  in  affiliated
companies ($7.4 million in the first nine months of 1995).

Net cash used for financing activities totaled $3.3 million in the
first  nine months of 1996 ($6.8 million in the first nine  months
of  1995), including $6.3 million for net repayment of short-  and
long-term debt ($12.4 million in the first nine months of 1995).

Historically,  the  Company's  collection  period   for   accounts
receivable  has approximated 100 days. Approximately  70%  of  the
Company's   sales  are  derived  from  the  U.S.  government   and
international customers, both of which traditionally carry  longer
collection periods.  The Company endeavors to enforce its  payment
terms  with these and other customers, and grants extended payment
terms only in very limited circumstances.

Revolving Credit Agreement.  In October 1995, the Company  entered
into  a  three-year revolving credit agreement  with  a  group  of
lenders.   Borrowings available under the agreement are determined
by  the  amounts of eligible assets of the Company, as defined  in
the agreement, including cash, accounts receivable, inventory, and
property,  plant,  and equipment, with maximum borrowings  of  $75
million.  Borrowings are secured by a pledge of substantially  all
of  the Company's assets in the U.S. and Canada and, under certain
circumstances,   the   accounts  receivable   of   some   European
subsidiaries  of  the  Company.   The  rate  of  interest  on  all
borrowings  under the agreement is, at the Company's  option,  the
Citibank  base rate of interest plus 1.75% or the Eurodollar  rate
plus  2.75%.   The  agreement  requires  the  Company  to  pay   a
commitment fee of .5% annually on the average unused daily portion
of the revolving credit commitment.  The average effective rate of
interest  was  10.72% for the period of time  in  the  first  nine
months of 1996 during which the Company had outstanding borrowings
under  the  agreement.  Outstanding borrowings were $15.5  million
under  this agreement  at September 30, 1996 ($20  million  as  of
November  8, 1996) with an additional $21 million of the available
credit  line allocated to support letters of credit issued by  the
Company.

The   original   revolving  credit  agreement  contained   certain
financial  covenants of the Company, including minimum net  worth,
minimum  fixed  charge  coverage, minimum  interest  coverage  and
maximum  levels  of  capital expenditures,  including  capitalized
software  development costs.  In addition, the original  agreement
required minimum levels of earnings before income taxes, interest,
and non-cash items and included restrictive covenants that limited
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 limited or
prevented  certain other business changes.  At May 31,  1996,  the
Company did not meet the minimum required level of earnings before
income taxes, interest, and non-cash items, and in accordance with
the  original agreement, the line of credit was reduced from  $100
million to $75 million.  At June 30, 1996, the Company was not  in
compliance with the capital expenditure financial covenant of  the
original agreement, and at July 31, 1996, the Company did not meet
the  minimum net worth financial covenant.  On September 11, 1996,
the lenders granted a waiver of default for failure to comply with
these  covenants  and  amended  the agreement  to  revise  certain
financial  covenants.   The lenders have  placed  an  availability
reserve of $25 million on the line of credit until the Company has
met  the  amended financial covenants for a consecutive six  month
period,  effectively  reducing the line to $50  million  for  that
period.  The Company was  in  compliance  with all covenants as of 
September 30, 1996.

An  international subsidiary of the Company has a $20 million term
loan  agreement  with  a bank, guaranteed by the  parent  company,
which   includes  cross-default  provisions  with  the   Company's
revolving   credit   agreement  and  various   other   restrictive
covenants.

At  September  30, 1996, the Company had $54 million  in  debt  on
which   interest   is   charged  under   various   floating   rate
arrangements,   primarily  under  short-term  credit   facilities,
mortgages, and a term loan.  The Company is exposed to market risk
of future increases in interest rates on a total of $34 million of
these loans.

The  Company  believes that existing cash balances, together  with
cash  generated  by  operations  and  cash  available  under   its
revolving  credit  agreement are adequate  to  meet  current  cash
requirements.   The Company's results of operations  must  improve
substantially  via  increased  revenues  and/or  further   expense
reductions to avoid further increases in debt over the long term.
                                 
                                 
              INTERGRAPH CORPORATION AND SUBSIDIARIES
                                 

PART II. OTHER INFORMATION

   Item 6: Exhibits and Reports on Form 8-K

           (a) Exhibit 11, Computations of loss per share,
               pages 21 to 22.

           (b) There were no reports on Form 8-K  filed  during
               the quarter ended September 30, 1996.

                                 
                                 
              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/ Larry J. Laster            By:   /s/ John W. Wilhoite
      ---------------------------          ---------------------   
      Larry J. Laster                      John W. Wilhoite
      Executive Vice President,            Vice President and Controller
      Chief Financial Officer and          (Principal Accounting Officer)
      Director

Date: November 13, 1996              Date: November 13, 1996