========================================================================
                            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, 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)


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

                              (256) 730-2000
                            ------------------
        (Registrant's Telephone Number, including area code)


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:  46,132,166 shares
                outstanding as of September 30, 2002





                       INTERGRAPH CORPORATION
                             FORM 10-Q*
                         September 30, 2002

                                INDEX


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

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


           Consolidated Balance Sheets at September 30,
             2002, and December 31, 2001                   2

           Consolidated Statements of Income for the
             quarters and nine months ended
	     September 30, 2002, and 2001                  3

           Consolidated Statements of Cash Flows for
             the nine months ended September 30, 2002,
	     and 2001                                      4

           Notes to Consolidated Financial Statements     5 - 11

   Item 2. Management's Discussion and Analysis of
           ---------------------------------------
           Financial Condition and Results of
           ----------------------------------
           Operations                                   12 - 19
           ----------

   Item 3. Quantitative and Qualitative Disclosures
           ----------------------------------------
           About Market Risk                            19 - 20
           -----------------

   Item 4. Controls and Procedures                         20
           -----------------------


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

   Item 1. Legal Proceedings                               21
           -----------------

   Item 6. Exhibits and Reports on Form 8-K                22
           --------------------------------


SIGNATURES                                                 23

CERTIFICATIONS                                          24 - 25



*  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)
-------------------------------------------------------------------------
                                              September 30,  December 31,
                                                  2002          2001
-------------------------------------------------------------------------
(In thousands, except share and per share amounts)
Assets
  Cash and cash equivalents                      $344,780      $99,773
  Short-term investments                              ---       11,035
-------------------------------------------------------------------------
      Total  cash and short-term investments      344,780      110,808
  Accounts receivable, net                        157,324      158,873
  Inventories, net                         	   20,652       24,125
  Other current assets                       	   48,206       32,687
-------------------------------------------------------------------------
      Total current assets                  	  570,962      326,493
  Investments in affiliates                 	   19,857       20,654
  Capitalized software development costs, net      29,411       24,209
  Other assets                              	   21,071       34,680
  Property, plant, and equipment, net      	   51,986       51,974
-------------------------------------------------------------------------
      Total Assets                        	 $693,287     $458,010
=========================================================================
Liabilities and Shareholders' Equity
  Trade accounts payable                   	  $18,405      $22,897
  Accrued compensation                     	   31,292       31,693
  Other accrued expenses                   	   35,101       43,765
  Billings in excess of sales              	   35,031       37,968
  Income taxes payable                     	   20,940        9,913
  Short-term debt and current maturities
	of long-term debt     			    1,647        2,619
-------------------------------------------------------------------------
      Total current liabilities            	  142,416       148,855
-------------------------------------------------------------------------
  Deferred income taxes                    	   19,027        2,573
  Long-term debt                           	      ---        1,114
  Other noncurrent liabilities             	    2,516        2,729
-------------------------------------------------------------------------
      Total noncurrent liabilities          	   21,543        6,416
-------------------------------------------------------------------------
  Minority interest in consolidated subsidiaries    7,811        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              	  205,125      210,748
   Retained earnings                       	  495,906      208,268
   Accumulated other comprehensive loss    	   (9,076)     (20,603)
-------------------------------------------------------------------------
                                           	  697,691      404,149
   Less - cost of treasury shares (11,229,196
      at September 30, 2002, and 7,539,419 at
      December 31, 2001)                         (176,174)    (108,936)
-------------------------------------------------------------------------
     Total shareholders' equity           	  521,517       295,213
-------------------------------------------------------------------------
     Total Liabilities and Shareholders' Equity  $693,287      $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      Nine Months Ended
                                September 30,        September 30,
                                 2002    2001        2002     2001
-------------------------------------------------------------------------
(In thousands, except per share amounts)

Revenues
 Systems                        $81,014 $70,547    $219,368 $225,135
 Maintenance                     31,174  28,804      89,503   93,519
 Services                        21,328  27,705      70,311   80,315
-------------------------------------------------------------------------
   Total revenues               133,516 127,056     379,182  398,969
-------------------------------------------------------------------------

Cost of revenues
 Systems                         43,501  35,652     112,897  113,845
 Maintenance                     14,664  15,512      42,396   52,110
 Services                        15,284  19,742      49,159   60,493
-------------------------------------------------------------------------
   Total cost of revenues        73,449  70,906     204,452  226,448
-------------------------------------------------------------------------

   Gross profit                  60,067  56,150     174,730  172,521

Product development              14,593  13,230      39,310   40,318
Sales and marketing              24,103  22,244      71,606   70,065
General and administrative       18,139  18,512      55,991   56,080
Reorganization credit               ---     ---         ---     (384)
-------------------------------------------------------------------------

   Income from operations         3,232   2,164       7,823    6,442

Patent litigation gain (loss)    (1,186)    ---     292,380      ---
Gain (Loss) on sales of assets   (1,331)    530      17,214    5,361
Interest income                   2,262   1,253       4,923    5,052
Other income (expense), net       1,184    (665)      2,633   (2,116)
-------------------------------------------------------------------------

   Income before income taxes
   and minority interest          4,161    3,282    324,973   14,739

Income tax expense               (1,300)  (2,500)   (37,050)  (6,500)
-------------------------------------------------------------------------

   Income before minority
    interest                      2,861      782    287,923    8,239

Minority interest in earnings
    of consolidated subsidiaries   (188)     460       (285)    (200)
-------------------------------------------------------------------------

   Net income                   $ 2,673  $ 1,242   $287,638  $ 8,039
=========================================================================

Net income per share - basic    $   .06  $   .03   $   5.92  $   .16
                     - diluted  $   .05  $   .02   $   5.62  $   .16
=========================================================================
Weighted average shares
  outstanding - basic		 46,311   49,655     48,579   49,516
              - diluted 	 48,754   51,854     51,155   51,546
=========================================================================

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

Cash Provided By (Used For):
Operating Activities:
  Net income                              	$287,638      $ 8,039
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Depreciation                              	   6,872        9,082
    Amortization                             	  11,616       10,782
    Gains on sales of assets                	 (17,214)      (5,361)
    Net changes in current assets and liabilities  4,977       (2,770)
-------------------------------------------------------------------------
    Net cash provided by operating activities    293,889       19,772
-------------------------------------------------------------------------

Investing Activities:
  Net proceeds from sales of assets        	  30,749        4,297
  Purchases of property, plant, and equipment     (7,970)      (6,503)
  Purchases of short-term investments      	(254,197)         ---
  Proceeds from maturities of short-term
   investments     				 266,654          ---
  Capitalized software development costs   	  (9,070)      (3,510)
  Business acquisitions                     	    (981)      (3,002)
  Other 	                                  (1,984)         305
-------------------------------------------------------------------------
   Net cash provided by (used for) investing
    activities  				  23,201       (8,413)
-------------------------------------------------------------------------

Financing Activities:
  Gross borrowings      	                      81           69
  Debt repayment                	          (2,172)     (15,619)
  Purchase of treasury stock               	 (78,818)      (1,876)
  Proceeds of employee stock purchases and
   exercise of stock options                       5,957        2,922
-------------------------------------------------------------------------
   Net cash used for financing activities  	 (74,952)     (14,504)
-------------------------------------------------------------------------
Effect of exchange rate changes on cash    	   2,869       (1,264)
-------------------------------------------------------------------------
Net increase (decrease) in cash and cash
 equivalents     				 245,007       (4,409)
Cash and cash equivalents at beginning of
 period        					  99,773      119,848
-------------------------------------------------------------------------
Cash and cash equivalents at end of period 	$344,780     $115,439
=========================================================================

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 2001  amounts  to
provide comparability with the current period presentation.

NOTE 2 - LITIGATION

As  further  described in its Annual Report on Form 10-K  for  the
year   ended  December  31,  2001,  Intergraph  Corporation  ("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:
-------------------------------------------------------------------------
                              September 30,        December 31,
                                  2002               2001
-------------------------------------------------------------------------
(In thousands)

Raw materials                    $ 6,507           $ 3,920
Work-in-process                      833             1,952
Finished goods                     5,404             8,716
Service spares                     7,908             9,537
-------------------------------------------------------------------------
Totals                           $20,652           $24,125
=========================================================================

Inventories on hand at September 30, 2002, and December 31,  2001,
relate primarily to specialized hardware assembly activity in  the
Company's   Intergraph  Solutions  Group  ("ISG")  and  Intergraph
Mapping  and Geospatial Solutions ("IMGS") 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 $1.7 million
in  third  quarter 2002 compared to $1.3 million in third  quarter
2001, and $4 million and $3.5 million in the first nine months  of
2002 and 2001, respectively.

The  Company  increased  product development  expenses  for  costs
normally  eligible  for capitalization by $2.7  million  and  $2.4
million in third quarter 2002 and 2001, respectively, and by  $7.8
million  and  $6.6 million in the nine months ended September  30,
2002,   and  2001,  respectively,  due  to  net  realizable  value
concerns.    Accumulated  amortization  (net  of  fully  amortized
projects)  in  the  consolidated balance sheets at  September  30,
2002,  and December 31, 2001, was $12.8 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 discussed  in
Note 4) and other intangible assets (included in "Other assets" in
the consolidated balance sheets).

At  September  30,  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 September 30, 2002    As of December 31, 2001
                            Accumulated                 Accumulated
                     Gross  Amortization  Net    Gross  Amortization  Net
--------------------------------------------------------------------------
(In thousands)

Capitalized software
 development       $42,193   $(12,782)  $29,411 $32,982  $ (8,773) $24,209
Other intangible
 assets             44,625    (30,408)   14,217  43,787   (23,174)  20,613
--------------------------------------------------------------------------
Totals             $86,818   $(43,190)  $43,628 $76,769  $(31,947) $44,822
==========================================================================

The Company recorded amortization expense of $4.3 million and $3.8
million  for third quarter 2002 and 2001, respectively, and  $11.6
million  and $10.8 million for the first nine months of  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:   $4 million in 2002, $14 million in 2003, $9 million  in
2004,  $7  million in 2005, $5 million in 2006, and $5 million  in
2007.

NOTE 6 - PROPERTY, PLANT, AND EQUIPMENT, NET

Property,   plant,   and   equipment,  net  includes   accumulated
depreciation of approximately $128.5 million and $130.5 million at
September 30, 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
Nine Months Ended September 30,             2002          2001
-------------------------------------------------------------------------
(In thousands)

(Increase) decrease in:
    Accounts receivable, net              $6,237        $11,381
    Inventories, net                       3,782         (3,592)
    Other current assets                   2,169          5,718
Increase (decrease) in:
    Trade accounts payable                (4,462)          (735)
    Accrued compensation and other
     accrued expenses  		          (9,833)       (14,613)
    Income taxes payable                  10,969          1,334
    Billings in excess of sales           (3,885)        (2,263)
-------------------------------------------------------------------------
Net  changes in current assets and
 liabilities 				  $4,977        $(2,770)
=========================================================================

There   were  no  significant  non-cash  investing  and  financing
transactions   in   third  quarter  2002.   Significant   non-cash
investing  and financing transactions in the first nine months  of
2002   include   a   $5.4  million  favorable  net  mark-to-market
adjustment  on the Company's long-term investments.   This  amount
consists  primarily  of a $5.1 million unfavorable  mark-to-market
adjustment on the Company's investment in Creative Technology Ltd.
("Creative")   and   a  $27.3  million  favorable   mark-to-market
adjustment  on  its  investment in 3Dlabs Inc.,  Ltd.  ("3Dlabs"),
offset by a reclassification adjustment of $16.6 million upon  the
sale of its investment in 3Dlabs stock.  See Note 9.

There   were  no  significant  non-cash  investing  and  financing
transactions   in   third  quarter  2001.   Significant   non-cash
investing  and financing transactions in the first nine months  of
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,  offset  by  a  $5.8   million
unfavorable mark-to-market adjustment.  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 quarters  ended  September
30,  2002, and 2001, these dilutive common stock equivalents  were
2,443,000 and 2,199,000, respectively.  For the nine months  ended
September 30, 2002, and 2001, these dilutive shares were 2,576,000
and 2,030,000, respectively.

NOTE 9 - COMPREHENSIVE INCOME

Comprehensive  income differs from net income  due  to  non-equity
items   that  include  unrealized  gains  and  losses  on  certain
investments  in  debt and equity securities and  foreign  currency
translation adjustments.

Comprehensive income is as follows:

-------------------------------------------------------------------------
                                      Quarter Ended     Nine Months Ended
                                      September 30,      September 30,
                                      2002     2001      2002      2001
-------------------------------------------------------------------------
(In thousands)

Net income                           $2,673   $1,242   $287,638   $8,039
Unrealized holding gains (losses)
   arising during the period         (1,223)  (4,151)    22,080   (5,783)
Reclassification adjustment for gains
   included in net income               ---      ---    (16,632)     ---
Translation adjustment for financial
   statements denominated in a
   foreign currency 		       (233)   3,532      6,079      326
-------------------------------------------------------------------------
Comprehensive income        	     $1,217   $  623   $299,165   $2,582
=========================================================================

NOTE 10 - PATENT LITIGATION GAIN (LOSS)

In  third  quarter  2002, $1.2 million in  costs  associated  with
patent  litigation  were  offset against  gains  from  the  patent
litigation settlement.  During the nine months ended September 30,
2002, the Company recognized a net gain of $292.4 million from the
settlement  of  the patent infringement lawsuit.  For  a  complete
discussion,  see "Patent Litigation Gain (Loss)" and  "Litigation"
in MD&A.

NOTE 11 - GAIN (LOSS) ON SALES OF ASSETS

For  third quarter 2002, the Company recognized a loss on the sale
of  assets of $1.3 million compared to a gain of $530,000 in third
quarter 2001. Gains on sales of assets were $17.2 million and $5.4
million  for the nine months ended September 30, 2002,  and  2001.
For  a  complete discussion, see "Gain (Loss) on Sales of  Assets"
included in MD&A.

NOTE 12 - ACQUISITIONS AND DIVESTITURES

There  were  no acquisitions or divestitures during third  quarter
2002.   In  second  quarter 2002, the Company sold  its  ownership
interest in 3Dlabs to Creative for approximately $40.2 million  in
cash  and  stock and recorded a gain of approximately $17 million.
In March 2002, the Company completed the sale of its subsidiary in
Greece  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.  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.   The  gain and loss on these transactions are  included  in
"Gain (Loss) on sales of assets" in the consolidated statement  of
income for the nine months ended September 30, 2002.

In  third  quarter 2001, the Company closed the sale of its  Saudi
Arabian  operation  and  recorded a  $680,000  gain  offset  by  a
$150,000 impairment reserve in anticipation of an expected loss on
the  fourth quarter sale of Intergraph Middle East, Ltd. ("IMEL").
The  net gain of $530,000 is included in "Gain (Loss) on sales  of
assets"  in  the consolidated statements of income for  the  third
quarter and nine months ended September 30, 2001.  During the nine
months  ended  September 30, 2001, the Company also  acquired  (in
January  2001) the MARIAN materials management business unit  from
debis  Systemhaus  Industry GmbH of Germany for a  purchase  price
consisting  of  approximately $1.8 million  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  is  included  in
"Business acquisitions" in the Company's consolidated statement of
cash  flows  for the nine months ended September  30,  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.

On  October  17, 2002, but effective as of October  1,  2002,  the
Company  purchased  the remaining 40% ownership  interest  of  Z/I
Imaging    Corporation  ("Z/I  Imaging")  from   Carl  Zeiss  B.V.
("Zeiss"), a  German  company.   The  Company  transferred certain
reconnaissance camera assets and  paid $6  million, net  in  cash.
The   film-based   commercial   mapping   cameras  and  the  newly
introduced Digital Mapping Camera remain  a part of Z/I Imaging.

NOTE 13 - SEGMENT REPORTING

The Company consists of four core business segments, along with an
Intellectual  Property division ("IP") and a  corporate  oversight
function  ("Corporate").  The four core business segments  consist
of  ISG,  IMGS, PP&O, and Intergraph Public Safety, Inc.  ("IPS").
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 professional services, specially developed  software
and ruggedized hardware, and commercial-off-the-shelf products  to
federal,  state, and local governments, as well as  to  commercial
customers.   ISG  also includes the U.S. hardware maintenance  and
network services businesses.

Beginning  in  third quarter 2002, the IMGS segment  results  also
include  the   results  of  Z/I Imaging. IMGS  develops,  markets,
and  supports  geospatial  infrastructure management  (GIM),  land
information management (LIM), and map production and  exploitation
solutions  for   state   and   local  governments,  land   records
and use  management,  transportation, utilities and  public  works
projects, military and national mapping agencies, and  defense and
intelligence communities.  Z/I  Imaging,  previously  a  60%-owned
segment  of  the  Company,   supplies   end-to-end  photogrammetry
solutions for front-end data  collection  to  mapping-related  and
engineering  markets.   On  October  17,  2002,  but effective  as
of  October  1, 2002,  the  Company  purchased  the  remaining 40%
ownership interest of Z/I Imaging from Zeiss.

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

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

Intergraph  has  created  an  Intellectual  Property  division  to
maximize   the  value  of  the  Company's  portfolio  of  patents,
copyrights,  and trademarks.  This division has the responsibility
of  managing  all  aspects of the Company's intellectual  property
with  the  goal of identifying, protecting and profiting from  its
intellectual capital.  The Company has retained a consulting  firm
to  assist  in the formulation and implementation of its licensing
program,  and has begun evaluating products that may benefit  from
the licensing of Intergraph technology.

Amounts 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 remainder of the Middle  East
operations, portions of which were sold in 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 the Company (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 are accounted for under a  transfer
pricing policy.  Transfer prices approximate prices that would  be
charged  for the same or similar property or services to similarly
situated unrelated buyers.

The  following  table  sets forth revenues  and  operating  income
(loss)  by business segment for the quarter and nine months  ended
September 30, 2002, and 2001.

-------------------------------------------------------------------------
                             Quarter Ended     Nine Months Ended
                             September 30,       September 30,
                             2002     2001       2002     2001
-------------------------------------------------------------------------
(In thousands)

Revenues:
ISG:
   Unaffiliated customers  $ 33,290 $ 32,673  $ 96,596  $ 98,391
   Intersegment revenues        824    1,155     3,903     5,374
-------------------------------------------------------------------------
                             34,114   33,828   100,499   103,765
-------------------------------------------------------------------------
IMGS:
   Unaffiliated customers    37,291   32,285   109,178   108,440
   Intersegment revenues      1,699    4,203     6,093     9,415
-------------------------------------------------------------------------
                             38,990   36,488   115,271   117,855
-------------------------------------------------------------------------
PP&O:
   Unaffiliated customers    31,635   27,204    89,517    82,369
   Intersegment revenues        840    1,400     3,055     4,026
-------------------------------------------------------------------------
                             32,475   28,604    92,572    86,395
-------------------------------------------------------------------------
IPS:
  Unaffiliated customers     28,344   29,028    75,955    88,735
  Intersegment revenues         143      (78)      238        38
-------------------------------------------------------------------------
                             28,487   28,950    76,193    88,773
-------------------------------------------------------------------------
IP:
   Unaffiliated customers       100      ---       100       ---
   Intersegment revenues        ---      ---       ---       ---
-------------------------------------------------------------------------
                                100      ---       100       ---
-------------------------------------------------------------------------
Corporate:
   Unaffiliated customers     2,856    5,866     7,836    21,034
   Intersegment revenues      1,266    2,260     2,373     9,649
-------------------------------------------------------------------------
                              4,122    8,126    10,209    30,683
-------------------------------------------------------------------------
                            138,288  135,996   394,844   427,471
-------------------------------------------------------------------------
Eliminations                 (4,772)  (8,940)  (15,662)  (28,502)
-------------------------------------------------------------------------
Total revenues             $133,516 $127,056  $379,182  $398,969
=========================================================================
-------------------------------------------------------------------------


Operating income (loss):
ISG                        $    188 $  2,444  $  4,626  $  8,103
IMGS                            751    1,847     4,291     7,437
PP&O                          5,773    1,559    15,020     4,163
IPS                           4,198    2,532     6,239     4,847
IP                              (33)  (1,196)   (3,568)   (1,921)
Corporate                    (7,645)  (5,022)  (18,785)  (16,187)
Eliminations                    ---      ---       ---       ---
-------------------------------------------------------------------------
Total                      $  3,232 $  2,164  $  7,823  $  6,442
=========================================================================

Significant profit and loss items that were not allocated  to  the
segments  and  not  included in the analysis  above  include  $1.2
million in expenses related to patent litigation and a loss on the
sale  of  assets  of  $1.3 million for third quarter  2002  and  a
$530,000  gain on the sale of assets for third quarter 2001.   Net
gains on patent litigation were $292.4 million for the first  nine
months of 2002 and gains on sales of assets were $17.2 million and
$5.4  million  for the nine months ended September 30,  2002,  and
2001,   respectively.  These  were  all  considered  non-recurring
transactions   and  are  included  in  the  non-operating   income
(expense) section in the consolidated statements of income.

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 14 - LETTERS OF CREDIT

On  September  4,  2002, in order to reduce the  cost  of  issuing
letters  of  credit, the Company established a  credit  line  with
Wells Fargo Bank to cover its outstanding letters of credit.  This
credit   line  is  secured  by  $15  million  of  interest-bearing
securities.  Under this arrangement, the Company earns interest on
the  securities  and  withdrawal of  securities  is  allowed,  but
restricted  such  that  the  Company  must  maintain  a  level  of
securities sufficient to cover total outstanding letters of credit
which were $10.3 million at September 30, 2002.

NOTE 15 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In  first  quarter  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.

In  April  2002,  FASB  issued SFAS No. 145, "Rescission  of  FASB
Statements No. 4, 44, and 62, Amendment of FASB Statement No.  13,
and  Technical  Corrections," which requires gains and  losses  on
extinguishments of debt to be classified as income  or  loss  from
continuing  operations  rather than  as  extraordinary  items  (as
previously  required  under  Statement  4)  and  requires  certain
modifications  to capital leases.  The provisions related  to  the
rescission  of  Statement 4 become effective for  the  Company  in
2003, the provisions related to Statement 13 became effective  for
the Company for transactions occurring after May 15, 2002, and all
other  provisions of this statement became effective for financial
statements issued after May 15, 2002.

In  July  2002,  FASB issued SFAS No. 146, "Accounting  for  Costs
Associated  with  Exit  or Disposal Activities,"  which  addresses
financial accounting and reporting for costs associated with  exit
or  disposal  activities.  The provisions of  this  Statement  are
effective for exit or disposal activities that are initiated after
December 31, 2002, with early application encouraged.

The  Company does not expect the adoption of SFAS 145 and SFAS 146
to  have  a  significant  impact on its  consolidated  results  of
operations or financial position.


              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, 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  third  quarter  2002, the Company earned net  income  of  $2.7
million  on  revenues of $133.5 million compared to third  quarter
2001  net  income  of $1.2 million on revenues of $127.1  million.
Third  quarter  2002  income  from  operations  was  $3.2  million
compared  to $2.2 million for third quarter 2001.  For  the  first
nine  months  of  2002, the Company earned net  income  of  $287.6
million on revenues of $379.2 million compared to net income of $8
million  on revenues of $399 million for the first nine months  of
2001.   Income  from operations was $7.8 million and $6.4  million
for   the  nine  months  ended  September  30,  2002,  and   2001,
respectively.    See   "Non-Operating   Income   (Expense)"    for
discussions of non-operating items included in net income.

Orders

Third  quarter  2002  systems  and  services  orders  totaled  $85
million,  up  approximately 8% from third quarter 2001.   For  the
nine  months ended September 30, 2002, systems and services orders
were  $270  million,  down approximately 6%  from  the  comparable
period in 2001.

Revenues

Total  revenues for third quarter 2002 were $133.5 million, up  5%
from  the comparable prior-year period.  For the first nine months
of  2002,  total revenues were $379.2 million, down  5%  from  the
comparable period in 2001.

Sales  outside the United States represented approximately 42%  of
total  revenues in the nine months ended September 30, 2002,  down
from  47%  for  the comparable period in 2001.  European  revenues
were 25% of total revenues for the first nine months of 2002, down
slightly from 27% for the comparable period in 2001.

Systems.   Systems  revenues  for  third  quarter  2002  were  $81
million, up 14.8% from third quarter 2001. This increase is spread
over  several business units.  ISG's increase is attributed  to  a
one-time $4.8 million sale of third-party software.  IPS also  had
a one-time increase of $2.3 million related to the completion of a
large  outsourcing  contract in Australia  and  PP&O  had  a  $2.2
million  Shipbuilding  Platform Technology  sale.   For  the  nine
months  ended  September 30, 2002, systems  revenues  were  $219.4
million,  relatively  flat compared to the  comparable  period  in
2001.

Maintenance.   Revenues from maintenance and  support  of  Company
products totaled $31.2 million in third quarter 2002, up 8.2% from
third  quarter  2001.   This increase was due  primarily  to  IPS'
growing  maintenance base and PP&O's increase in  Global  Alliance
Agreements   revenue.   For  the  first  nine  months   of   2002,
maintenance and support revenues totaled $89.5 million, down  4.3%
from  the comparable period in 2001.  Maintenance revenue declined
for the year primarily due to expired hardware contracts not being
renewed.

Services.   Services  revenues, consisting primarily  of  revenues
from implementation and consulting services, totaled $21.3 million
for third quarter 2002, down 23% from third quarter 2001.  For the
first  nine months of 2002, services revenues were $70.3  million,
down  12.5%  from the comparable period in 2001.  The decrease  in
services  revenues is primarily due to the completion  of  several
large  IPS projects and the sale of the Middle East operations  in
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 third quarter 2002  was  45%
compared  to  44.2% for third quarter 2001.  For  the  first  nine
months  of  2002, total gross margin was 46.1%, up from 43.2%  for
the comparable period in 2001.

Systems  margin was 46.3% for third quarter 2002, down from  49.5%
in  third  quarter 2001.  Systems revenue for third  quarter  2002
includes a significant, non-recurring government purchase of third-
party  software  with  very  low profit  margin.   Excluding  this
transaction, systems margin for third quarter would be 49.1%.  The
first  nine  months of 2002 systems margin was  48.5%,  down  from
49.4%  in  the  first  nine  months of  2001.   Although  revenues
declined as discussed above, gross margin percentages for the year
have  remained relatively flat due to higher software content  and
cost reductions.  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.

Maintenance margin for third quarter 2002 was 53%, increasing from
46.1%  in third quarter 2001.  For the first nine months of  2002,
maintenance  margin  was 52.6%, up from 44.3% for  the  comparable
prior-year period.  Although the Company's revenues have  declined
due  to  the  exit  from the hardware business,  costs  have  also
declined,  primarily due to overall headcount reductions,  reduced
third-party  expenses, and higher software content of  maintenance
contracts.

Services margin was 28.3% for third quarter 2002, flat compared to
28.7%  in third quarter 2001.  For the first nine months of  2002,
services margin was 30.1%, up from 24.7% in the first nine  months
of  2001.   Although revenues for the first nine  months  of  2002
declined, as noted above, the higher services margin is attributed
to  considerably 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 in
the period in which revenues are recognized.

Operating Expenses

Total  operating  expenses for the third quarter  and  first  nine
months   of   2002   were  $56.8  million  and   $166.9   million,
respectively, up 5.3% from $54 million in third quarter  2001  and
relatively  flat with $166.1 million in the first nine  months  of
2001.

Product  development expense was $14.6 million for  third  quarter
2002 and $39.3 million for the first nine months of 2002, up 10.3%
from  third quarter 2001 and down 2.5% from the first nine  months
of  2001.  Third quarter product development expense  is  slightly
higher   across  most  segments.  The  year-to-date  decrease   is
primarily  due  to decreased headcount in IPS and increased  costs
qualifying for capitalization in the first half of 2002.

Sales  and  marketing expense was $24.1 million for third  quarter
2002  and $71.6 million for the first nine months of 2002, up 8.4%
from  the  $22.2 million third quarter 2001 amount and  relatively
flat  compared to $70.1 million for the first nine months of 2001.
The  increase in the third-quarter comparison is due primarily  to
increased  headcount  and  travel  for  PP&O.   In  addition,  ISG
incurred  higher sales and marketing expenses in 2002 in order  to
increase  revenue.  Year-to-date expenses remain  relatively  flat
due  to  reduced  headcount and the absence of expenses  from  the
Middle Eastern subsidiaries, which were sold in 2001.

General  and  administrative expense was $18.1 million  for  third
quarter  2002,  relatively flat compared  to  third  quarter  2001
expense  of $18.5 million.  During the first nine months of  2002,
general  and  administrative expense was $56  million,  relatively
flat compared to $55.7 million in the comparable period in 2001.

Non-Operating Income (Expense)

Patent  Litigation  Gain (Loss).  In April  2002,  Intergraph  and
Intel  settled  a  patent infringement lawsuit  filed  in  Alabama
Federal Court in 1997 for $300 million, which the Company received
in  May.   The Company recognized a net gain of $292.4 million  on
this  transaction,  which is included in "Patent  litigation  gain
(loss)"  in  the  consolidated statement of income  for  the  nine
months  ended September 30, 2002.  During third quarter 2002,  the
Company  received  concurrence from SEC  staff  of  its  financial
statement   presentation   of   the   patent   settlement.    (See
"Litigation" for further discussion on this transaction.)

Gain (Loss) on Sales of Assets.  In July 2000, Intergraph sold its
Intense3D   graphics   accelerator   division   to   3Dlabs    for
approximately 11.2 million shares of 3Dlabs common stock. In first
quarter  2002,  the  Company reported an  additional  gain  of  $2
million  from that sale 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).  In May  2002,  Creative
purchased  all of the outstanding shares of 3Dlabs for  $3.60  per
share,  paying one-third in cash and two-thirds in Creative common
stock. The Company recognized a gain of $17 million on the sale of
its  shares of 3Dlabs to Creative.  In July 2002, Intergraph  sold
approximately 789,000 shares of Creative stock for a net  loss  of
$1.3 million.  These transactions are included in "Gain (Loss)  on
sales  of assets" in the consolidated statement of income for  the
nine months ended September 30, 2002.  At September 30, 2002,  the
Company owned approximately 1.5 million shares of Creative  common
stock with a market value at that date of $9.8 million.

The Company recognized gains of $17.2 million and $5.4 million for
the first nine months of 2002 and 2001, respectively.  In addition
to  the  gains and losses related to 3Dlabs and Creative discussed
above, the Company also recognized a loss of $455,000 on the March
2002 sale of its Greek subsidiary in first quarter 2002.  In first
quarter   2001,  the  Company  reported  an  additional  gain   of
approximately $4.3 million from the BSI transaction 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 $581,000 additional  gain
from  the  3Dlabs transaction.  This gain was the  result  of  the
final  calculation and settlement of the earn-out provisions  with
3Dlabs.   In third quarter 2001, the Company recognized a gain  of
$680,000  from  the  sale of its Saudi Arabian subsidiary  and  an
impairment reserve of $150,000 for its anticipated sale  of  IMEL.
The  sale  closed in April 2002, effective October 2001. (See  the
Company's  Annual Report on Form 10-K for the year ended  December
31, 2001, for complete details of these transactions.)

See  Notes 11 and 12 of Notes to Consolidated Financial Statements
contained  in  this  Form 10-Q for further  information  regarding
gains and losses on sales of assets and divestitures.

Interest  Income.   Interest income was  $2.3  million  for  third
quarter 2002 compared to $1.3 million for third quarter 2001.  The
Company  increased  its short-term investing  beginning  May  2002
using  funds from the Intel settlement.  Interest income was  $4.9
million  for the first nine months of 2002, relatively  flat  with
$5.1  million  for  the  comparable  period  in  2001.    Although
interest from short-term investments increased during 2002,  there
was  also a decline in interest rates and a decrease in the amount
of  interest received on the Bentley note.  Also, the 2001  amount
included  interest received due to settlement of  the  Micrografx,
Inc. convertible subordinated debenture.

Other Income (Expense), Net.  "Other income (expense), net" in the
consolidated  statements of income consists primarily  of  foreign
exchange   gains   and   losses,  interest  expense,   and   other
miscellaneous items of non-operating income and expense.  In third
quarter 2002, other income (expense), net was $1.2 million,  which
included  a  $770,000 foreign exchange loss, interest  expense  of
$32,000, rental income of $617,000, and a gain of $977,000 for the
return of real estate assets previously donated.  In third quarter
2001,  other  income (expense), net was a loss of $665,000,  which
included  a  $939,000 foreign exchange loss, interest  expense  of
$246,000, and rental income of $995,000.

In  the first nine months of 2002, other income (expense), net was
$2.6  million,  which included a $102,000 foreign  exchange  gain,
interest expense of $172,000, a gain of $977,000 for the return of
real  estate assets previously donated, and rental income of  $1.4
million.   In  the  first  nine  months  of  2001,  other   income
(expense),  net  was  a  loss of $2.1 million,  which  included  a
$797,000 write-off of the value of a convertible debenture, a $1.4
million  foreign exchange loss, interest expense of $1.4  million,
and rental income of $2.1 million.

Income Taxes

Income  tax  expense was $1.3 million for third quarter  2002  and
$37.1 million for the first nine months of 2002, compared to  $2.5
million for third quarter 2001 and $6.5 million for the first nine
months  of  2001.  The  Company earned  income  before  taxes  and
minority  interest of $4.2 million and $325 million in  the  third
quarter  and the first nine months of 2002, respectively, compared
to $3.3 million in the third quarter of 2001 and $14.7 million for
the  first  nine months of 2001.  Income tax expense for  2002  is
largely  a result of the patent litigation gain and the  gains  on
sales  of  assets offset by the utilization of the Company's  U.S.
net  operating  loss  and  tax credit carryforwards.   Income  tax
expense  for  2001 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  third quarter 2002, ISG earned operating income of $188,000 on
revenues of $34.1 million compared to third quarter 2001 operating
income  of  $2.4  million on revenues of $33.8 million.   For  the
first  nine  months of 2002, ISG earned operating income  of  $4.6
million on revenues of $100.5 million compared to operating income
of  $8.1  million on revenues of $103.8 million in the first  nine
months  of 2001.  The third-quarter and year-to-date decreases  in
operating  income compared to the prior-year periods  are  due  to
lower  revenues,  increased  sales  and  marketing  expenses,  and
competitive pricing pressure in both the commercial and government
sectors.

Beginning  in third quarter 2002, IMGS segment results  will  also
include  the results of Z/I Imaging.  In third quarter 2002,  IMGS
earned  operating income of $751,000 on revenues  of  $39  million
compared to third quarter 2001 operating income of $1.8 million on
revenues  of  $36.5 million.  For the first nine months  of  2002,
operating income was $4.3 million, down from $7.4 million in 2001.
Revenues  were $115.3 million for the first nine months  of  2002,
down from $117.9 million for the prior-year period.  The reduction
in  operating  income is primarily due to lower gross  margins  on
systems sales and higher overall operating expenses and lower-than-
planned  revenue due to the downturn in the economy, predominantly
in  the  commercial, state and local government  businesses.   The
Company  believes  local and state governments  will  continue  to
spend less on Information Technology ("IT") in the near future.

In  third  quarter 2002, PP&O reported operating  income  of  $5.8
million  on  revenues of $32.5 million, compared to third  quarter
2001  operating  income  of  $1.6 million  on  revenues  of  $28.6
million.  For the first nine months of 2002, operating income  was
$15  million on revenues of $92.6 million, a substantial  increase
over  $4.2 million on revenues of $86.4 million for the first nine
months of 2001.  The increase in operating income is due to higher
revenues, cost reductions, improved product mix (growth in higher-
margin  products),  and  several non-recurring  transactions  that
positively impacted operating income.

In third quarter 2002, IPS earned operating income of $4.2 million
on  revenues  of  $28.5 million, compared to  third  quarter  2001
operating income of $2.5 million on revenues of $29 million.   IPS
reported  operating income of $6.2 million on  revenues  of  $76.2
million  for  the first nine months of 2002 compared to  operating
income  of $4.8 million on revenues of $88.8 million for the  same
period in 2001.  The increase in revenue and operating income over
third  quarter  2001 is primarily the result of  continued  strong
performance from the Public Safety division and better performance
from  the  Utilities  and  Communications  ("UC")  division.    In
addition,  Public  Safety had one-time increases  in  revenue  and
income   from   operations  of  $2.3  million  and   $2   million,
respectively,  as  a  result of the sale of software  and  systems
associated with the completion of a large outsourcing contract  in
Australia.   In  September 2002, the operation of  the  Bureau  of
Emergency   Services   Telecommunications  system   in   Victoria,
Australia, reverted to the government at the conclusion of a seven-
year  outsourcing  arrangement.   This  action  will  reduce  2003
revenue  by $11 million per year but should not have a significant
impact  on profitability, with the exception of the one-time  sale
in  third quarter 2002. For the first nine months of 2002, revenue
declined  14% from the same period in 2001.  This decline  was  in
the  UC  business.  Income from operations increased by 29% during
the  same  period, due to better gross margins, the one-time  sale
mentioned  above  from  the  Public  Safety  business,  and   cost
reductions in the UC business.  The industry-wide slowdown  in  IT
spending  continues  for  both  the utilities  and  communications
markets.  Each quarter, expenses and staffing have been reduced to
bring   them   in  line  with  expected  revenues.   The   Company
anticipates  that  revenues will continue to be depressed  in  the
foreseeable  future.  In October, the decision was made  to  merge
the  UC  division  with  the IMGS division.   There  are  business
synergies  and opportunities for cost savings between the  UC  and
IMGS  businesses  because  of overlaps in  sales,  marketing,  and
development.   The  UC industry solutions are built  on  the  IMGS
GeoMedia  core technology, and GeoMedia is frequently used  by  UC
customers  for their general geographic information systems  (GIS)
needs.  The transfer will be completed during fourth quarter  2002
and will become effective for the full year 2003.

In  third  quarter  2002,  the  Intellectual  Properties  division
reported  an  operating loss of $33,000 compared to  an  operating
loss  of  $1.2 million in third quarter 2001.  For the first  nine
months  of  2002,  IP reported an operating loss of  $3.6  million
compared  to $1.9 million for the first nine months of 2001.   The
Company  has  recently announced that Fujitsu Ltd.  of  Japan  has
licensed   Intergraph's  PIC  technology  for  use   in   consumer
electronics and embedded applications.  The license established  a
1%   running  royalty  on  current  and  future  Fujitsu  products
utilizing the PIC technology.  The license provided an initial fee
in  the  amount  of  $100,000  in  revenue  for  the  Intellectual
Properties  division.  Costs are primarily outside legal  expenses
related to patent litigation that increased substantially in 2002.
The  2002  legal  expenses related to the patent  litigation  were
offset  against the settlement proceeds recorded in  other  income
(expense)  in the consolidated statements of income for the  three
and nine months ended September 30, 2002.  See "Litigation" below.

In  third  quarter 2002, Corporate reported an operating  loss  of
$7.6  million  on revenues of $4.1 million, compared  to  a  third
quarter  2001  operating loss of $5 million on  revenues  of  $8.1
million.  For the first nine months of 2002, Corporate reported an
operating  loss  of  $18.8 million on revenues  of  $10.2  million
compared  to  an  operating loss of $16.2 million on  revenues  of
$30.7  million in the first nine months of 2001.  Current 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.

See   Note  13  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.   On  April  14,  2002,  but
effective  as of April 4, 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  was  dismissed,  the
companies  signed  a  cross  license agreement,  and  the  Company
assigned  certain unrelated patents to Intel.  The settlement  did
not  subject  the Company to any prospective obligations  or  cash
flows.   Any  patents issued in the future will  automatically  be
licensed  to Intel but will not result in any obligations  to  the
Company.  The Company recorded the $300 million settlement (net of
applicable legal fees and other associated litigation costs) as  a
separate  line item in the other income (expense) section  of  its
2002 consolidated income statement.  Any costs associated with any
future obligations of the Company are inconsequential.

The  settlement also established a range of damages for  the  then
pending  patent  infringement  suit  in  Texas.   This  settlement
agreement  was  filed  on Form 8-K/A on April  30,  2002,  and  is
available for public review.  Subject to the specific terms of the
settlement,  the parties established an award of $150  million  to
the Company depending upon the outcome of the Texas district court
trial,  and  an  additional $100 million to the Company  depending
upon  the  outcome  of  an appeal unless Intel  can  implement  an
approved workaround to the infringement.

The  Texas  trial was held in early July 2002 with  final  closing
arguments  on  August 29, 2002.  On October 10,  2002,  the  Judge
ruled  that Intergraph's PIC patents were valid, enforceable,  and
infringed  by Intel's Itanium and Itanium 2 products.   The  Judge
also  ruled  that  Intergraph was entitled  to  an  injunction  on
Intel's  Itanium and Itanium 2 processors.  On October  18,  2002,
Intel  filed a combined Motion to Reconsider and Motion for a  New
Trial, which was denied.  On October 30, 2002, the Court entered a
"Final Judgment and Permanent Injunction" against Intel.  Based on
this Final Judgment, Intel must pay $150 million to the Company no
later  than  November  29,  2002, or  face  the  imposition  of  a
permanent injunction.  The $150 million payment is non-refundable,
regardless of any outcome on appeal, and will stay the injunction,
pending appeal.

Upon  payment  of the $150 million, Intel has three  options:  (1)
Intel  can  pay an additional $100 million to immediately  license
the  PIC patents, (2) Intel can appeal the decision and will  have
to  pay an additional $100 million only if they fail to prevail on
appeal,  or  (3)  Intel may design around the  infringement.   Any
design-around,  however, must be approved by the Texas  Court  and
implemented  in the next release of Itanium.  Any appeal  will  be
filed  with  the  Federal Circuit Court of Appeals in  Washington,
D.C.

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."

The  Company  also  continues  to pursue  real  estate  sales  and
facilities  consolidation.   If  successful,  these  sales  should
provide additional cash to the Company.

LIQUIDITY AND CAPITAL RESOURCES

On  August  31,  2002, the Company terminated its  secured  credit
agreement.  (See the Company's Annual Report on Form 10-K for  the
year  ended December 31, 2001, for complete details of this credit
agreement.)   Due  to  its  current  cash  position,  the  Company
believes a general line of credit is unnecessary at this time.

On  September  4,  2002, in order to reduce the  cost  of  issuing
letters  of  credit, the Company established a  credit  line  with
Wells Fargo Bank to cover its outstanding letters of credit.  This
credit   line  is  secured  by  $15  million  of  interest-bearing
securities.  Under this arrangement, the Company earns interest on
the  securities  and  withdrawal of  securities  is  allowed,  but
restricted  such  that  the  Company  must  maintain  a  level  of
securities sufficient to cover total outstanding letters of credit
which were $10.3 million at September 30, 2002.

At  September 30, 2002, the Company had approximately $1.6 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.

In third quarter 2002, the Company spent approximately $12 million
to  repurchase  752,000 shares of its common stock under  a  stock
repurchase  program.  During the first nine months  of  2002,  the
Company  spent  approximately  $78.8  million  to  repurchase  4.5
million shares.

The   Company   believes   that  existing   cash   balances   will
substantially  exceed cash requirements for operations  for  2002.
The  Company does not anticipate significant non-operating  events
that will require the use of cash, with the exception of its stock
repurchase  program and its October purchase of the remaining  40%
ownership  interest of Z/I Imaging.  In October  2002,  the  stock
repurchase program was extended to December 31, 2004, and  funding
was increased from $100 million to $175 million (see the Company's
Annual  Report on Form 10-K for the year ended December 31,  2001,
for further discussion).

CRITICAL ACCOUNTING POLICIES AND ISSUES

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 other 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 valuation  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.)

The  Company  accounted  for the Intel settlement  as  a  one-time
event, net of applicable costs, and has received concurrence  from
SEC staff with this financial statement presentation.

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.

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 2002, approximately  42%
of  the Company's revenues were derived from customers outside the
United  States, primarily through subsidiary operations,  compared
to  47%  for  the  first nine months of 2001.  Most  international
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.   A weaker U.S. dollar will increase  the  level  of
reported  U.S.  dollar orders and revenues,  increase  the  dollar
gross  margin, and increase the reported dollar operating expenses
of the international subsidiaries.  The Company estimates that the
weakening  of  the  U.S.  dollar  in  its  international  markets,
primarily  in Europe and Asia, improved its results of  operations
for  the first nine months of 2002 by $.02 per share in comparison
to the first nine months of 2001.

The  Company conducts business in many 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
September 30, 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.   The  full
Euro  conversion  in 2002 did not have a material  impact  on  the
Company's  results  of operations or financial condition,  and  to
date,  the conversion to one common currency has not impacted  the
Company's pricing in European markets.

Item 4. Controls and Procedures
        -----------------------

The  Company,  under the direction of the Chief Executive  Officer
("CEO")  and  the Chief Financial Officer ("CFO"), has established
disclosure  controls and procedures that are  designed  to  ensure
that  information required to be disclosed by the Company  in  the
reports that it files or submits under the Securities Exchange Act
of  1934  is recorded, processed, summarized, and reported  within
the  time  periods specified in the SEC's rules  and  forms.   The
disclosure  controls and procedures are also  intended  to  ensure
that  such  information  is accumulated and  communicated  to  the
Company's   management,  including  the  CEO  and  the   CFO,   as
appropriate   to   allow  timely  decisions   regarding   required
disclosures.

Within  ninety days of the filing of this Report, the CEO and  the
CFO  have reviewed and evaluated the Company's disclosure controls
and  procedures.  Based on, and as of the date of, that review and
evaluation, the CEO and the CFO have concluded that the  Company's
disclosure  controls  and procedures are effectively  serving  the
stated purposes.

In  addition,  there  have  been no  significant  changes  in  the
Company's  internal  controls  or  in  other  factors  that  could
significantly  affect these controls subsequent  to  the  date  of
their  most  recent  evaluation.  No significant  deficiencies  or
material  weaknesses  in  the internal  controls  were  identified
during  the  evaluation and, therefore, no  corrective  action  is
required to be taken.

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.   On  April  14,  2002,  but
effective  as of April 4, 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  was  dismissed,  the
companies  signed  a  cross  license agreement,  and  the  Company
assigned  certain unrelated patents to Intel.  The settlement  did
not  subject  the Company to any prospective obligations  or  cash
flows.   Any  patents issued in the future will  automatically  be
licensed  to Intel but will not result in any obligations  to  the
Company.  The Company recorded the $300 million settlement (net of
applicable legal fees and other associated litigation costs) as  a
separate  line item in the other income (expense) section  of  its
2002 consolidated income statement.  Any costs associated with any
future obligations of the Company are inconsequential.

The  settlement also established a range of damages for  the  then
pending  patent  infringement  suit  in  Texas.   This  settlement
agreement  was  filed  on Form 8-K/A on April  30,  2002,  and  is
available for public review.  Subject to the specific terms of the
settlement,  the parties established an award of $150  million  to
the Company depending upon the outcome of the Texas district court
trial,  and  an  additional $100 million to the Company  depending
upon  the  outcome  of  an appeal unless Intel  can  implement  an
approved workaround to the infringement.

The  Texas  trial was held in early July 2002 with  final  closing
arguments  on  August 29, 2002.  On October 10,  2002,  the  Judge
ruled  that Intergraph's PIC patents were valid, enforceable,  and
infringed  by Intel's Itanium and Itanium 2 products.   The  Judge
also  ruled  that  Intergraph was entitled  to  an  injunction  on
Intel's  Itanium and Itanium 2 processors.  On October  18,  2002,
Intel  filed a combined Motion to Reconsider and Motion for a  New
Trial, which was denied.  On October 30, 2002, the Court entered a
"Final Judgment and Permanent Injunction" against Intel.  Based on
this Final Judgment, Intel must pay $150 million to the Company no
later  than  November  29,  2002, or  face  the  imposition  of  a
permanent injunction.  The $150 million payment is non-refundable,
regardless of any outcome on appeal, and will stay the injunction,
pending appeal.

Upon  payment  of the $150 million, Intel has three  options:  (1)
Intel  can  pay an additional $100 million to immediately  license
the  PIC patents, (2) Intel can appeal the decision and will  have
to  pay an additional $100 million only if they fail to prevail on
appeal,  or  (3)  Intel may design around the  infringement.   Any
design-around,  however, must be approved by the Texas  Court  and
implemented  in the next release of Itanium.  Any appeal  will  be
filed  with  the  Federal Circuit Court of Appeals in  Washington,
D.C.

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:
     Exhibit
     Number                                  Description
     ------				     -----------
     10(b)(i)         Termination Agreement and  Release,  by  and
			between Intergraph Corporation and Foothill
	                Capital Corporation,  dated  August 31, 2002

     10(n)            Employment Agreement of Dr. Terry Keating  dated
			October 1, 2002

     99.1 	      Certification pursuant to 18 U.S.C. Section 1350
			by James F. Taylor, Jr. dated November 12, 2002

     99.2 	      Certification pursuant to 18 U.S.C. Section 1350
			by Larry J. Laster dated November 12, 2002

(b) Reports on Form 8-K:

      On  October 10, 2002, the Company filed a Current Report  on
      Form  8-K,  reporting a favorable ruling on its  PIC  patent
      infringement lawsuit against Intel Corporation in the  Texas
      District Court trial

      On  October 15, 2002, the Company filed a Current Report  on
      Form  8-K reporting Jim Taylor's intention to retire as  the
      Company's Chief Executive Officer


              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: November 12, 2002               Date: November 12, 2002



                          CERTIFICATIONS

I, James F. Taylor, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of
Intergraph Corporation;

2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;

4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):

     a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and

6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.

Date: November 12, 2002

                            /s/ James F. Taylor, Jr.
			    ------------------------
                            James F. Taylor, Jr.
                            Chief Executive Officer


I, Larry J. Laster, certify that:

1. I have reviewed this quarterly report on Form 10-Q of
Intergraph Corporation;

2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;

4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):

     a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and

6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.

Date: November 12, 2002

                            /s/ Larry J. Laster
			    ---------------------
                            Larry J. Laster
                            Chief Financial Officer