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

                            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 June 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:  46,734,105 shares
                   outstanding as of July 31, 2002





                       INTERGRAPH CORPORATION
                             FORM 10-Q*
                            June 30, 2002

                                INDEX



                                                                       Page No.
                                                                       --------
PART I.   FINANCIAL INFORMATION
          ---------------------
   Item 1.  Financial Statements
            --------------------

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

            Consolidated Statements of Income for the quarters and six
               months ended June 30, 2002, and 2001                        3

            Consolidated Statements of Cash Flows for the six months
               ended June 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
            ----------------------------------------------------------

PART II.  OTHER INFORMATION
          -----------------
   Item 1. Legal Proceedings                                              20
           -----------------
   Item 4. Submission of Matters to a Vote of Security Holders            21
           ---------------------------------------------------
   Item 6. Exhibits and Reports on Form 8-K                               21
           --------------------------------

SIGNATURES                                                                22



*  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)


--------------------------------------------------------------------------------
                                                 June 30,    December 31,
                                                   2002         2001
--------------------------------------------------------------------------------
(In thousands, except share and per share amounts)
Assets
  Cash and cash equivalents                      $101,035      $99,773
  Short-term investments                          254,777       11,035
--------------------------------------------------------------------------------
      Total cash and short-term investments       355,812      110,808
  Accounts receivable, net                        158,851      158,873
  Inventories, net                                 22,485       24,125
  Other current assets                             46,153       32,687
--------------------------------------------------------------------------------
      Total current assets                        583,301      326,493
  Investments in affiliates                        30,666       20,654
  Capitalized software development costs, net      28,261       24,209
  Other assets                                     25,678       34,680
  Property, plant, and equipment, net              51,295       51,974
--------------------------------------------------------------------------------
      Total Assets                               $719,201     $458,010
================================================================================
Liabilities and Shareholders' Equity
  Trade accounts payable                          $18,012      $22,897
  Accrued compensation                             28,562       31,693
  Other accrued expenses                           35,722       43,765
  Billings in excess of sales                      36,944       37,968
  Income taxes payable                             36,056        9,913
  Short-term debt and current maturities of
    long-term debt                                  3,257        2,619
--------------------------------------------------------------------------------
      Total current liabilities                   158,553      148,855
--------------------------------------------------------------------------------
  Deferred income taxes                            19,577        2,573
  Long-term debt                                      ---        1,114
  Other noncurrent liabilities                      2,621        2,729
--------------------------------------------------------------------------------
      Total noncurrent liabilities                 22,198        6,416
--------------------------------------------------------------------------------
   Minority interest in consolidated
     subsidiaries                                   7,623        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                     206,642      210,748
   Retained earnings                              493,233      208,268
   Accumulated other comprehensive loss            (7,620)     (20,603)
--------------------------------------------------------------------------------
                                                  697,991      404,149
   Less - cost of treasury shares
     (10,668,407 at June 30, 2002, and
     7,539,419 at December 31, 2001)             (167,164)    (108,936)
--------------------------------------------------------------------------------
      Total shareholders' equity                  530,827      295,213
--------------------------------------------------------------------------------
      Total Liabilities and Shareholders'
        Equity                                   $719,201     $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 June 30,   Six Months Ended June 30,
                                 2002       2001         2002       2001
--------------------------------------------------------------------------------
(In thousands, except per share amounts)

Revenues
 Systems                       $67,460    $72,405     $138,354     $154,588
 Maintenance                    30,167     30,497       58,329       64,715
 Services                       24,943     24,889       48,983       52,610
--------------------------------------------------------------------------------
   Total revenues              122,570    127,791      245,666      271,913
--------------------------------------------------------------------------------
Cost of revenues
 Systems                        32,899     33,331       69,396       78,193
 Maintenance                    13,516     17,218       27,732       36,598
 Services                       17,312     19,280       33,875       40,751
--------------------------------------------------------------------------------
   Total cost of revenues       63,727     69,829      131,003      155,542
--------------------------------------------------------------------------------

   Gross profit                 58,843     57,962      114,663      116,371

Product development             12,451     13,983       24,717       27,088
Sales and marketing             24,926     25,636       47,503       47,821
General and administrative      18,794     16,962       37,852       37,568
Reorganization credit              ---        ---          ---         (384)

   Income from operations        2,672      1,381        4,591        4,278

Patent litigation gain         293,566        ---      293,566          ---
Gains on sales of assets        17,015        ---       18,545        4,831
Interest expense                   (37)      (582)        (140)      (1,143)
Other income, net                2,506      3,128        4,250        3,491
--------------------------------------------------------------------------------
   Income before income taxes and
     minority interest         315,722      3,927      320,812       11,457

Income tax expense             (35,100)    (1,600)     (35,750)      (4,000)
--------------------------------------------------------------------------------
   Income before minority
     interest                  280,622      2,327      285,062        7,457

Minority interest in earnings of
   consolidated subsidiaries       (35)      (497)         (97)        (660)
--------------------------------------------------------------------------------
   Net income                 $280,587     $1,830     $284,965       $6,797
================================================================================
Net income per share - basic     $5.67       $.04        $5.73         $.14
                     - diluted   $5.37       $.04        $5.44         $.13
================================================================================
Weighted average shares
   outstanding       - basic    49,506     49,638       49,729       49,641
                     - diluted  52,204     52,018       52,375       51,577
================================================================================

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



               INTERGRAPH CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Unaudited)
--------------------------------------------------------------------------------
Six Months Ended June 30,                                2002          2001
--------------------------------------------------------------------------------
(In thousands)

Cash Provided By (Used For):
Operating Activities:
  Net income                                           $284,965       $6,797
  Adjustments to reconcile net income to net
    cash provided by operating activities:
   Depreciation                                           4,766        5,640
   Amortization                                           7,303        6,961
   Gains on sales of assets                             (18,545)      (4,831)
   Net changes in current assets and liabilities         18,768      (16,275)
--------------------------------------------------------------------------------
   Net cash provided by (used for) operating activities 297,257       (1,708)
--------------------------------------------------------------------------------

Investing Activities:
  Net proceeds from sales of assets                      18,798        1,534
  Purchases of property, plant, and equipment            (4,656)      (4,196)
  Purchases of short-term investments                  (254,197)         ---
  Proceeds from maturities of short-term investments     11,035          ---
  Capitalized software development costs                 (6,265)      (1,687)
  Business acquisitions                                    (981)      (3,002)
  Other                                                  (1,394)         (36)
--------------------------------------------------------------------------------
   Net cash used for investing activities              (237,660)      (7,387)
--------------------------------------------------------------------------------

Financing Activities:
  Gross borrowings                                        1,044          ---
  Debt repayment                                         (1,520)     (14,692)
  Purchase of treasury stock                            (66,819)         ---
  Proceeds of employee stock purchases and exercise
    of stock options                                      4,485        2,053
--------------------------------------------------------------------------------
   Net cash provided by (used for) financing
    activities                                          (62,810)     (12,639)
--------------------------------------------------------------------------------
Effect of exchange rate changes on cash                   4,475       (2,175)
--------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents      1,262      (23,909)
Cash and cash equivalents at beginning of period         99,773      119,848
--------------------------------------------------------------------------------
Cash and cash equivalents at end of period             $101,035      $95,939
================================================================================

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

NOTE 3 - INVENTORIES

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

------------------------------------------------------------------
                                 June 30,         December 31,
                                  2002               2001
------------------------------------------------------------------
(In thousands)

Raw materials                     $6,623            $3,920
Work-in-process                      632             1,952
Finished goods                     6,410             8,716
Service spares                     8,820             9,537
------------------------------------------------------------------
Totals                           $22,485           $24,125
==================================================================

Inventories  on  hand  at June 30, 2002, and  December  31,  2001,
relate primarily to specialized hardware assembly activity in  the
Company's  Intergraph  Solutions Group  ("ISG")  and  Z/I  Imaging
Corporation  ("Z/I  Imaging")  business  segments,  and   to   the
Company's  continuing  warranty  and  maintenance  obligations  on
computer  hardware previously sold.  Amounts reflected as work-in-
process  relate primarily to sales contracts accounted  for  under
the percentage-of-completion method.

NOTE 4 - CAPITALIZED SOFTWARE DEVELOPMENT COSTS

Product  development  costs are charged to  expense  as  incurred;
however,  the  costs  incurred  for the  development  of  computer
software  that  will  be sold, leased, or otherwise  marketed  are
capitalized when technological feasibility of the product has been
established.  Such capitalized costs are amortized on a  straight-
line  basis over a period of two to three years.  Amortization  of
these  capitalized costs, included in "Cost of revenues - Systems"
in the consolidated statements of income, amounted to $1.3 million
in  second  quarter 2002 compared to $1 million in second  quarter
2001, and $2.3 million and $2.2 million in the first six months of
2002 and 2001, respectively.

The  Company  increased  product development  expenses  for  costs
normally  eligible  for capitalization by $2.6  million  and  $2.2
million  in second quarter 2002 and 2001, respectively,  and  $5.1
million and $4.2 million in the first six months of 2002 and 2001,
respectively,  due to net realizable value concerns.   Accumulated
amortization (net of fully amortized projects) in the consolidated
balance sheets at June 30, 2002, and December 31, 2001, was  $11.1
million and $8.8 million, respectively.

NOTE 5 - INTANGIBLE ASSETS

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

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

Capitalized software
  development           $39,387  $(11,126)  $28,261   $32,982  $(8,773)  $24,209
Other intangible assets  43,855   (27,725)   16,130    43,787  (23,174)   20,613
--------------------------------------------------------------------------------
Totals                  $83,242  $(38,851)  $44,391   $76,769 $(31,947)  $44,822
================================================================================

The Company recorded amortization expense of $3.8 million for both
second quarter 2002 and 2001, and $7.3 million and $7 million  for
first  half  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:  $8 million  in  2002,  $12
million  in  2003,  $8  million in 2004, $7 million  in  2005,  $5
million in 2006, and $4 million in 2007.

NOTE 6 - PROPERTY, PLANT, AND EQUIPMENT, NET

Property,   plant,   and   equipment,  net  includes   accumulated
depreciation of approximately $131.2 million and $130.5 million at
June 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
Six Months Ended June 30,                    2002            2001
---------------------------------------------------------------------------
(In thousands)

(Increase) decrease in:
    Accounts receivable, net                $5,566        $(3,131)
    Inventories, net                         1,952            459
    Other current assets                     5,787          4,113
Increase (decrease) in:
    Trade accounts payable                  (4,893)        (5,844)
    Accrued compensation and other accrued
      expenses                             (13,319)        (8,712)
    Income taxes payable                    25,744            917
    Billings in excess of sales             (2,069)        (4,077)
---------------------------------------------------------------------------
Net changes in current assets and
  liabilities                              $18,768       $(16,275)
===========================================================================

Significant  non-cash  investing  and  financing  transactions  in
second  quarter  2002 include a $4.1 million unfavorable  mark-to-
market  adjustment  on  the  Company's  long-term  investment   in
Creative  Technology Ltd. ("Creative") and the  elimination  of  a
$15.3  million cumulative mark-to-market adjustment on  its  long-
term  investment in 3Dlabs Inc., Ltd. ("3Dlabs") stock.  For first
half 2002, the Company recognized a total favorable adjustment  of
$6.7  million  on  its  long-term investments.   See  Note  9  for
detailed information regarding the Company's unrealized gains  and
losses on its long-term investments.

There   were  no  significant  non-cash  investing  and  financing
transactions in the second quarter of 2001.  Significant  non-cash
investing  and financing transactions in first half 2001  included
the  receipt  of  common stock with a value of  approximately  $10
million  as  additional consideration for the third  quarter  2000
sale  of the Company's Intense3D graphics accelerator division  to
3Dlabs.   Also  included in 2001 is a $4.3 million increase  to  a
note receivable as additional consideration for the fourth quarter
2000 sale of its civil, plotting, and raster product lines.

NOTE 8 - EARNINGS PER SHARE

Basic  income  per  share is computed using the  weighted  average
number of common shares outstanding.  Diluted income per share  is
computed   using  the  weighted  average  number  of  common   and
equivalent common shares outstanding.  Employee stock options  are
the Company's only common stock equivalent and are included in the
calculation  only if dilutive.  For the quarters  ended  June  30,
2002,  and  2001,  these  dilutive common stock  equivilents  were
2,698,000  and 2,380,000, respectively.  For the six months  ended
June 30, 2002, and 2001, these dilutive shares were 2,646,000  and
1,936,000, respectively.

NOTE 9 - COMPREHENSIVE INCOME (LOSS)

For   the   quarters  ended  June  30,  2002,  and   2001,   total
comprehensive  income  (loss) was $267.3 million  and  ($166,000),
respectively.  For the six-month periods ending June 30, 2002, and
2001,  total  comprehensive income was  $297.9  million  and  $2.8
million,  respectively.   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 June 30,   Six Months Ended June 30,
                              2002      2001            2002      2001
-----------------------------------------------------------------------------
(In thousands)

Net income                 $280,587    $1,830         $284,965   $6,797
Unrealized holding gains
  (losses) arising during
  the period                (2,742)   (1,065)          23,303     (743)
Reclassification adjustment
  for gains included in net
  income                   (16,632)      ---          (16,632)     ---
Translation adjustment for
  financial statements
  denominated in a foreign
  currency                   6,110      (931)           6,312   (3,205)
-----------------------------------------------------------------------------
Comprehensive income
  (loss)                  $267,323     $(166)        $297,948   $2,849
=============================================================================

NOTE 10 - GAIN ON PATENT LITIGATION

During  the second quarter of 2002, the Company recognized a  gain
of  $293.6  million  from the settlement of a patent  infringement
lawsuit.  For a complete discussion, see "Litigation" and  "Patent
Litigation Gain" included in MD&A.

NOTE 11 - GAINS ON SALES OF ASSETS

Gains on sales of assets were $17 million for second quarter  2002
and  $18.5  million for first half 2002, compared to $4.8  million
for  first  half 2001, all of which was recognized  in  the  first
quarter. For a complete discussion, see "Gains on Sales of Assets"
included in MD&A.

NOTE 12 - ACQUISITIONS AND DIVESTITURES

In second quarter 2002, the Company sold its ownership interest in
3Dlabs  to  Creative for approximately $40.2 million in  cash  and
stock.   The  Company  recorded  a gain  on  this  transaction  of
approximately $17 million, which is included in "Gains on sales of
assets" in the consolidated statement of income for the six months
ended  June  30, 2002.  For a complete discussion, see  "Gains  on
Sales of Assets" included in MD&A.

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

In  January  2001,  the  Company  acquired  the  MARIAN  materials
management  business unit from debis Systemhaus Industry  GmbH  of
Germany  for  a  purchase price consisting of  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 six months ended June
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.

NOTE 13 - SEGMENT REPORTING

The Company consists of five core business segments, along with an
Intellectual  Property division ("IP") and a  corporate  oversight
function  ("Corporate").  The five core business segments  consist
of  ISG,  Intergraph  Mapping and GIS  Solutions  ("IMGS"),  PP&O,
Intergraph  Public  Safety, Inc. ("IPS"), and  Z/I  Imaging.   The
Company's  reportable segments are strategic business  units  that
are  organized  by  the types of products sold  and  the  specific
markets served.

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

IMGS  develops,  markets,  and supports geospatial  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.

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.

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

Intergraph  has  created  an  Intellectual  Property  division  to
maximize   the  value  of  the  Company's  portfolio  of   patent,
copyrights,   and  trademarks.   This  division  will   have   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  consultant  to assist in the formulation and implementation  of
its  licensing  program, and has begun evaluating  the  technology
sector,  companies,  and  products  that  may  benefit  from   the
licensing of Intergraph technology.

Amounts included in the "Corporate" category include revenues  and
costs  for Teranetix (a provider of computing support and hardware
integration  services),  international hardware  maintenance,  and
general corporate functions.  Operating expenses for the Corporate
category consist of general corporate expenses, primarily  general
and   administrative  expenses  remaining  after  charges  to  the
business segments based on usage of administrative services.   The
Corporate category also includes the 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 Intergraph Corporation  (see  Note  1  of
Notes  to  Consolidated  Financial  Statements  included  in   the
Company's  Annual Report on Form 10-K for the year ended  December
31,   2001).   Sales  between  the  business  segments,  the  most
significant  of  which  are associated with  hardware  maintenance
services  provided  by  ISG and Corporate (international  hardware
maintenance) to the other business units, are accounted for  under
a  transfer  pricing  policy.  Transfer prices approximate  prices
that  would  be  charged  for  the same  or  similar  property  to
similarly situated unrelated buyers.  Transfer price is charged on
all intersegment sales of products and services.

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


----------------------------------------------------------------------------
                          Quarter Ended June 30,  Six Months Ended June 30,
                             2002       2001          2002        2001
----------------------------------------------------------------------------
(In thousands)

Revenues:
ISG:
   Unaffiliated customers   $28,494    $29,621      $63,306     $65,718
   Intersegment revenues      2,028      2,064        3,079       4,219
----------------------------------------------------------------------------
                             30,522     31,685       66,385      69,937
----------------------------------------------------------------------------
IMGS:
   Unaffiliated customers    29,038     26,263       61,033      58,835
   Intersegment revenues      2,185      2,721        3,963       4,637
---------------------------------------------------------------------------
                             31,223     28,984       64,996      63,472
---------------------------------------------------------------------------
PP&O:
   Unaffiliated customers    29,667     26,445       57,882      55,165
   Intersegment revenues      1,215      1,492        2,215       2,626
---------------------------------------------------------------------------
                             30,882     27,937       60,097      57,791
---------------------------------------------------------------------------
IPS:
  Unaffiliated customers     26,776     30,001       47,611      59,707
  Intersegment revenues          42        119           95         116
---------------------------------------------------------------------------
                             26,818     30,120       47,706      59,823
---------------------------------------------------------------------------
Z/I Imaging:
   Unaffiliated customers     5,675      8,489       10,854      17,320
   Intersegment revenues      1,373      3,473        3,940       5,827
---------------------------------------------------------------------------
                              7,048     11,962       14,794      23,147
---------------------------------------------------------------------------
IP:
   Unaffiliated customers       ---        ---          ---         ---
   Intersegment revenues        ---        ---          ---         ---
---------------------------------------------------------------------------
                                ---        ---          ---         ---
---------------------------------------------------------------------------
Corporate:
   Unaffiliated customers     2,920      6,972        4,980      15,168
   Intersegment revenues        657      3,846        1,107       7,389
---------------------------------------------------------------------------
                              3,577     10,818        6,087      22,557
---------------------------------------------------------------------------
                            130,070    141,506      260,065     296,727
---------------------------------------------------------------------------
Eliminations                 (7,500)   (13,715)     (14,399)    (24,814)
---------------------------------------------------------------------------
Total revenues             $122,570   $127,791     $245,666    $271,913
===========================================================================

Operating income (loss):
ISG                          $1,865     $2,392       $4,438      $5,659
IMGS                             25        317        2,154       3,312
PP&O                          5,012      1,328        9,247       2,604
IPS                           1,918      1,216        2,041       2,315
Z/I Imaging                     310      2,192          811       3,792
IP                             (381)      (410)      (3,535)       (725)
Corporate                    (6,431)    (4,140)     (11,140)    (11,165)
Eliminations                    354     (1,514)         575      (1,514)
---------------------------------------------------------------------------
Total                        $2,672     $1,381       $4,591      $4,278
===========================================================================

Significant profit and loss items that were not allocated  to  the
segments and not included in the analysis above for second quarter
2002  include the $293.6 million patent litigation gain and  gains
on  sales  of assets of $17 million (gains on sales of  assets  of
$18.5  million  and $4.8 million for the six-month comparison  for
2002  and  2001,  respectively).  These were all  considered  non-
recurring  transactions and are included in other  income  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 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

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, the 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  second  quarter 2002, the Company earned net income of  $280.6
million  on revenues of $122.6 million, compared to second quarter
2001  net  income  of $1.8 million on revenues of $127.8  million.
Second  quarter  2002  income  from operations  was  $2.7  million
compared  to $1.4 million for second quarter 2001.  For the  first
half  of  2002, the Company earned net income of $285  million  on
revenues  of $245.7 million, compared to the first half  of  2001,
where the Company earned net income of $6.8 million on revenues of
$271.9 million.  Income from operations for the first half of 2002
was  $4.6 million compared to $4.3 million for the first  half  of
2001.  See "Patent Litigation Gain" and "Gains on Sales of Assets"
for a discussion of non-operating items included in net income.



Orders

Second  quarter  and first half 2002 systems and  services  orders
totaled  $97.1  million  and  $185  million,  respectively,   down
approximately  23.8%  and  11.3%, from the  comparable  prior-year
periods.    The   second  quarter  2002  decrease   is   primarily
attributable  to the signing of large contracts in second  quarter
2001 in the ISG and IPS business segments.



Revenues

Total  revenues for second quarter and first half 2002 were $122.6
million and $245.7 million, respectively, down 4.1% and 9.7%  from
the comparable prior-year periods.

Sales  outside the United States represented approximately 42%  of
total  revenues  in  first  half 2002, down  from  45.7%  for  the
comparable period in 2001.  European revenues were 25.7% of  total
revenues  for first half 2002, down slightly from the  first  half
2001 level.

Systems.  Systems revenues for second quarter and first half  2002
were $67.5 million and $138.4 million, respectively, down 6.8% and
10.5%  from  the comparable prior-year periods.  The  decrease  in
systems  revenue is spread over several business units.  Decreases
in  Corporate  sales are attributed to the completion  of  several
hardware manufacturing contracts in 2001 and to less revenue  from
the  sale  of hardware spares inventory.  IPS also contributed  to
the  decline  in  revenue  due to the  economic  slowdown  in  the
Utilities  and Communications industry in 2002.  Z/I  Imaging  has
encountered similar economic slow-downs in their market which  has
caused customers to delay capital investments in the first half of
2002.

Maintenance.   Revenues from maintenance and  support  of  Company
products  totaled $30.2 million in second quarter 2002  and  $58.3
million for first half 2002, nearly flat with second quarter  2001
and  down 9.9% from first half 2001.  Maintenance revenue declined
as   more  hardware  continued  to  be  removed  from  maintenance
contracts  because  of  the  Company's  exit  from  the   hardware
business.

Services.   Services  revenues, consisting primarily  of  revenues
from  Company-provided  implementation  and  consulting  services,
totaled  $24.9 million for the second quarter and $49 million  for
the  first  half of 2002, flat with second quarter 2001  and  down
6.9%  from  the  first  half of 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.  This
decrease  is  partially offset by increased  revenues  on  several
projects in the PP&O business segment.  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 second quarter 2002 was  48%
compared to 45.4% for the second quarter 2001.  For the first half
of  2002, total gross margin was 46.7% compared to 42.8%  for  the
first half of 2001.

Systems margin was 51.2% for second quarter 2002, down from 54% in
second quarter 2001.  First half 2002 systems margin was 49.8%, up
slightly  from 49.4% in the first half 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.  While unable to predict  the
effects  that  many  of  these factors may  have  on  its  systems
margins,   the   Company  expects  to  maintain  the  improvements
resulting from the Company's exit from the hardware business.

Maintenance  margin for second quarter 2002 was 55.2%,  increasing
from  43.5%  in  the second quarter 2001.  For the first  half  of
2002,  maintenance  margin  was  52.5%,  up  from  43.4%  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
and  reduced  third-party expenses in PP&O.  The  higher  software
content of maintenance contracts has also improved margins.

Services  margin was 30.6% for second quarter 2002, up from  22.5%
in  second  quarter  2001.  For the first half of  2002,  services
margin  was  30.8%,  up  from 22.5% in the  first  half  of  2001.
Although  revenues for the first half of 2002 declined,  as  noted
above,  the  higher services margin is attributed to significantly
lower   costs  in  2002.   Significant  fluctuations  in  services
revenues  and margins from period to period are not unusual.   For
contracts  other than those accounted for under the percentage-of-
completion  method, costs are expensed as incurred, with  revenues
recognized either at the end of the performance period or based on
milestones specified in the contract.



Operating Expenses

Operating expenses for the second quarter and first half  of  2002
were  $56.2  million and $110.1 million, respectfully,  relatively
flat with second quarter 2001 and down 2.1% from the first half of
2001.   Product development expense was $12.5 million  for  second
quarter  2002 and $24.7 million for the first half of  2002,  down
11%  from  the  second quarter 2001 level and down 8.8%  from  the
first  half  2001  level.   The decrease  in  product  development
expense  is primarily due to increased software development  costs
qualifying for capitalization, principally from the Company's PP&O
and  IMGS segments.  Sales and marketing expense was $24.9 million
for  second quarter 2002 and $47.5 million for first half of 2002,
down  2.8%  from the $25.6 million second quarter 2001 amount  and
flat  compared to the $47.8 million first half 2001 level. General
and  administrative expense was $18.8 million for  second  quarter
2002, up 10.8% from the second quarter 2001 level due primarily to
increased  medical  benefits  and additional  bad  debt  reserves.
Additionally, legal expenses in the second quarter of 2002,  along
with  other  costs  associated with the  patent  litigation,  were
offset  against the gain from the patent settlement that is  shown
in  other income in the consolidated statements of income.  During
the  first  half of 2002, general and administrative  expense  was
$37.9  million,  relatively flat compared to the first  half  2001
level.



Patent Litigation Gain

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 $293.6 million on this transaction, which is included  in
"Patent  litigation gain" in the consolidated statement of  income
for the six months ended June 30, 2002.  The Company has requested
that   the   SEC  staff  concur  with  this  financial   statement
presentation  of  the  patent settlement.  (See  "Litigation"  for
further discussion on this transaction.)



Gains on Sales of Assets

In  July 2000, Intergraph sold its Intense3D graphics division  to
3Dlabs  for  approximately 11.2 million shares  of  3Dlabs  common
stock.  In  first quarter 2002, the Company reported an additional
gain  of  approximately  $2 million from  the  2000  sale  of  its
Intense3D  graphics accelerator division to 3Dlabs as  the  shares
originally placed in escrow were released in March 2002.  (See the
Company's  Annual Report on Form 10-K for the year ended  December
31, 2001, for further discussion of the 3Dlabs transactions).   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, which
is  included  in  "Gains on sale of assets"  in  the  consolidated
statement  of income for the six months ended June 30,  2002.   At
June  30, 2002, the Company owned approximately 2.3 million shares
of  Creative  common  stock with a market value  of  approximately
$20.6 million.

The  Company  also recognized a loss of approximately $455,000  on
the  March  2002  sale of its Greece subsidiary in  first  quarter
2002.

There  were  no  asset  sales in second quarter  2001.   In  first
quarter   2001,  the  Company  reported  an  additional  gain   of
approximately $4.3 million from the BSI transaction as the initial
consideration  for  the  sale  (along  with  the  Company's   note
receivable   from  BSI)  was  increased  based  upon   a   revised
calculation  of transferred maintenance revenues for the  products
sold  to BSI, as provided for in the original sale agreement.  The
Company  also reported a $580,000 additional gain from the  3Dlabs
transaction.   This  gain was the result of the final  calculation
and  settlement of the earn-out provisions with 3Dlabs.  (See  the
Company's  Annual Report on Form 10-K for the year ended  December
31, 2001, for complete details of these transactions.)

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



Non-Operating Income and Expense

Interest  expense was $37,000 for second quarter 2002 and $140,000
for  first half 2002, compared to $582,000 for second quarter 2001
and  $1.1  million  for  first half 2001.  The  Company's  average
outstanding  debt declined from the first half 2001 level  due  to
repayment  of  borrowings (utilizing the proceeds  from  sales  of
various non-core businesses and assets) and lower interest  rates.
See  "Liquidity  and Capital Resources" for a  discussion  of  the
Company's current financing arrangements.

"Other  income,  net"  in the consolidated  statements  of  income
consists primarily of interest income, foreign exchange gains  and
losses, and other miscellaneous items of non-operating income  and
expense.   In  second  quarter 2002, other income,  net  was  $2.5
million,  which  included  a $652,000 foreign  exchange  gain  and
interest  income of $1.7 million.  In second quarter  2001,  other
income,  net  was $3.1 million, which included a $441,000  foreign
exchange  gain and interest income of $1.7 million. In  the  first
six  months  of  2002, other income, net was almost $4.3  million,
which  included  an  $872,000 foreign exchange gain  and  interest
income of $2.7 million.  In first half of 2001, other income,  net
was $3.5 million, which included a $797,000 write-off of the value
of a convertible debenture held by the Company, a $489,000 foreign
exchange  loss,  and  interest income of $3.8  million.   See  the
Company's  Annual Report on Form 10-K for the year ended  December
31, 2001, for complete details of these transactions.



Income Taxes

Income  tax expense was $35.1 million for second quarter 2002  and
$35.8  million for first half 2002, compared to $1.6  million  for
second  quarter  2001  and $4 million for first  half  2001.   The
Company earned income before taxes and minority interest of $315.7
million and $320.8 million in the second quarter and first half of
2002, respectively, compared to $3.9 million in the second quarter
of 2001 and $11.5 million for the first half of 2001.  Income  tax
expense  for  both periods of 2002 was 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 both periods of 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  second  quarter  2002,  ISG earned operating  income  of  $1.9
million  on revenues of $30.5 million, compared to second  quarter
2001  operating  income  of  $2.4 million  on  revenues  of  $31.7
million.  For the first half of 2002, ISG earned operating  income
of $4.4 million on revenues of $66.4 million compared to the first
half of 2001 operating income of $5.7 million on revenues of $69.9
million.   The decrease in operating income is a direct result  of
lower revenues.   The impact of lower revenues on operating income
was mitigated by the fact that revenue reductions were largely  in
third-party products where gross margins are smaller than  in  the
core  services  business.   In addition,  overhead  rates  in  the
services business were lower than planned, lessening the impact of
the decline in revenue on operating income.

In second quarter 2002, IMGS earned operating income of $25,000 on
revenues  of  $31.2  million  compared  to  second  quarter   2001
operating income of $317,000 on revenues of $29 million.  For  the
first six months of 2002, operating income was $2.2 million,  down
35%  from  the  2001  level of $3.3 million.   Revenues  were  $65
million  for  first half 2002, up slightly from $63.5 million  for
first  half 2001.  The reduction in operating income is the effect
of  a  downturn  in the economy, predominantly in the  commercial,
state  and local government businesses.  The Company believes  the
reduced  purchasing of Information Technology by local  and  state
governments will continue in the near future.

In  second  quarter  2002, PP&O reported operating  income  of  $5
million  on revenues of $30.9 million, compared to second  quarter
2001  operating  income  of  $1.3 million  on  revenues  of  $27.9
million.   For the first half of 2002, operating income  was  $9.2
million on revenues of $60.1 million, a substantial increase  over
$2.6  million on revenues of $57.8 million for the first  half  of
2001.  The increase in operating income was due to increased total
revenues,  cost  reductions (primarily a  16.1%  decrease  in  the
segment's research and development expenses, due to an increase in
costs   qualifying  for  capitalization,  and  lower   third-party
maintenance  costs)  and improved product mix (growth  in  higher-
margin products).

In  second  quarter  2002,  IPS earned operating  income  of  $1.9
million  on revenues of $26.8 million, compared to second  quarter
2001  operating  income  of  $1.2 million  on  revenues  of  $30.1
million.   IPS reported operating income of $2 million on revenues
of  $47.7 million for the first half of 2002 compared to operating
income  of $2.3 million on revenues of $59.8 million for the  same
period  in  2001.   Revenues  and gross margin  dollars  decreased
mainly  due to the difficult economic environment in the utilities
and  communications markets, but were partially  offset  by  lower
operating  costs.  Competition in this market is fierce  and  very
price competitive.  The financial uncertainty and overcapacity  in
the  communications  market has resulted in few  large  technology
purchases; however, the utilities and communications sector of IPS
is  seeing  some  demand of its Workforce Management  solution  as
utilities  companies  are  focused on  customer  satisfaction  and
improved  utilization  of its work force.   Operating  income  for
second  quarter 2002 increased 57.7% from the 2001 level  and  was
positively impacted by a reduction in operating expenses,  largely
due  to  headcount  reductions, causing an increase  in  operating
income even though revenues were down.

In  second  quarter 2002, Z/I Imaging earned operating  income  of
$310,000  on  revenues of $7 million, compared to  second  quarter
2001  operating income of $2.2 million on revenues of $12 million.
For  the  first  half of 2002, operating income  was  $811,000  on
revenues  of  $14.8 million compared to operating income  of  $3.8
million on revenues of $23.1 million.  The economic slow-down  has
caused  some delay in customers' capital investments.   Shortfalls
in state sales tax revenues continue to negatively impact spending
within  the  state Departments of Transportation, who represent  a
significant  customer segment within Z/I Imaging's  U.S.  customer
base.  The Company has remained profitable by controlling expenses
and  slowing  down the rate of growth in international operations.
Z/I  Imaging  has continued to pursue a strategy  of  new  product
development and has successfully completed three test  flights  of
the  new  Digital  Mapping Camera ("DMC").  The  first  production
system of DMC is expected to ship in the third quarter of 2002.

In  the  second  quarter  of  2002,  the  Intellectual  Properties
division  reported an operating loss of $381,000  compared  to  an
operating  loss  of $410,000 in the second quarter  of  2001.   No
revenues  were  reported in either quarter.   For  the  first  six
months  of  2002,  IP reported an operating loss of  $3.5  million
compared  to  $725,000 for the first half of 2001,  both  with  no
revenues.   Costs are primarily outside legal expenses related  to
patent  litigation  that  increased substantially  in  2002.   The
second   quarter  2002  legal  expenses  related  to  the   patent
litigation  were  offset  against the  settlement  proceeds.   See
"Litigation" below.

In  second quarter 2002, Corporate reported an operating  loss  of
$6.4  million on revenues of $3.6 million, compared  to  a  second
quarter  2001 operating loss of $4.1 million on revenues of  $10.8
million.  For the first six months of 2002, Corporate reported  an
operating  loss  of  $11.1  million on revenues  of  $6.1  million
compared  to  an  operating loss of $11.2 million on  revenues  of
$22.6  million  in the first half 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.   Operating  expenses  were  slightly   higher
because  of  higher  medical  benefits  and  additional  bad  debt
reserves.

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 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.

The settlement also established a range of damages for the pending
patent infringement suit in Texas.  This settlement agreement  was
previously filed as a Form 8-K/A of the Company 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.  Pursuant to
the  terms of the settlement agreement, Intel will pay nothing  if
they are found in the Texas district court not to have infringed.

The  Texas  trial was held in early July 2002.  The  parties  have
provided  the court with written briefs summarizing the issues  at
trial,  and  the court has scheduled final closing  arguments  for
August 29, 2002.  The Company does not anticipate a verdict before
mid-September.

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



Remainder of the Year

The  Company  expects that the markets in which it  competes  will
continue  to  be  characterized  by intense  competition,  rapidly
changing  technologies,  and  shorter  product  cycles.    Further
improvement  in  the Company's operating results  will  depend  on
further  market  penetration achieved by  accurately  anticipating
customer  requirements and technological trends, and  rapidly  and
continuously  developing  and delivering  new  products  that  are
competitively  priced,  offer  enhanced  performance,   and   meet
customers'  requirements for standardization and interoperability.
Better  operating  results will also depend on worldwide  economic
improvement  and  the Company's ability to successfully  implement
its  strategic direction, which includes the operation and  growth
of  independent  vertical business segments.   These  matters  are
subject  to  known  and  unknown  risks  and  uncertainties.   See
"Cautionary Note Regarding Forward-Looking Statements."

During  the  remainder  of  2002,  the  Company  could  engage  in
additional  transactions affecting its investments in  affiliates.
Creative  acquired all outstanding shares of 3Dlabs for $3.60  per
share.   The  transaction  closed in May  2002  with  the  Company
receiving  approximately $13.4 million in cash  and  approximately
2.3  million shares of Creative stock.  In July 2002, the  Company
sold  approximately 800,000 shares of Creative for  $7.9  million.
As of July 31, 2002, the Company owns around 1.5 million shares of
Creative.  A portion of the Company's remaining shares in Creative
could  be sold in the fourth quarter of 2002.  On April 22,  2002,
Bentley Systems, Inc. ("BSI") filed documents with the SEC for  an
initial  public  offering ("IPO").  Because of the uncertainly  in
the  equity  markets,  however, BSI has decided  not  to  file  an
amendment  to  its  registration statement until  the  IPO  market
improves.   When  BSI's IPO is completed, the Company  expects  to
sell some portion of its holdings in BSI.

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



LIQUIDITY AND CAPITAL RESOURCES

Under  the Company's January 1997 seven-year fixed term  loan  and
revolving credit agreement (as amended), available borrowings  are
determined  by the amounts of eligible assets of the Company  (the
"borrowing base"), as defined in the agreement, primarily accounts
receivable, with maximum availability of $50 million.  At June 30,
2002,  the  borrowing  base, representing  the  maximum  available
credit  under the line, was approximately $49.8 million, of  which
$10.7  million was allocated to support the Company's  letters  of
credit.   At June 30, 2002, the Company had outstanding borrowings
of  $1.3  million under this agreement, all of which is classified
as short-term debt in the consolidated balance sheet.

Borrowings  are secured by a pledge of substantially  all  of  the
Company's U.S. assets and certain international receivables.   The
rate  of  interest  on all borrowings under the agreement  is  the
greater of 6.5% or the Wells Fargo base rate of interest (4.75% at
June  30, 2002) plus .125%.  There are provisions in the agreement
which  lower  the  interest  rate upon  achievement  of  sustained
profitability  by  the Company, but only to the  minimum  interest
rate  of  6.5%.   The  agreement requires the  Company  to  pay  a
facility  fee  at  an annual rate of .15% of the amount  available
under the credit line, an unused credit line fee at an annual rate
of  .20%  of  the  average unused portion of the revolving  credit
line,  a  letter of credit fee at an annual rate of  .75%  of  the
undrawn amount of all outstanding letters of credit, and a monthly
agency  fee.   An amendment was executed on August 1,  2001,  that
extends   the  current  agreement  until  January  2004  with   no
cancellation penalty to the Company after January 2003, allows pay-
down of the term loan portion of the line, and lowers the facility
to $50 million.

The  term  loan  and revolving credit agreement  contains  certain
financial  covenants of the Company, including minimum net  worth,
minimum current ratio, and maximum levels of capital expenditures,
and  restrictive covenants that limit or prevent various  business
transactions (including purchases of the Company's stock, dividend
payments,  mergers,  acquisitions  of  or  investments  in   other
businesses,   and   disposal   of  assets   including   individual
businesses,  subsidiaries, and divisions)  and  limit  or  prevent
certain  other  business changes without approval.  The  Company's
net worth covenant was increased to $250 million, effective August
1, 2001.

The  Company  is beginning negotiations to terminate its  existing
secured  credit  agreement  and  expects  to  have  this  facility
terminated by the end of this year.

At  June  30, 2002, the Company had approximately $3.3 million  in
debt  on  which  interest is charged under various  floating  rate
arrangements.   The Company is exposed to market  risk  of  future
increases in interest rates on these loans.

The   Company   believes   that  existing   cash   balances   will
substantially  exceed cash requirements for operations  for  2002.
The  Company anticipates no significant non-operating events  that
will  require  the use of cash, with the exception  of  its  stock
repurchase program.  In July 2002, this program was extended  from
$75  million to $100 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 requested that  the  SEC
staff concur 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 six months of 2002, approximately  42%
of  the Company's revenues were derived from customers outside the
United  States, primarily through subsidiary operations,  compared
to  46% for the first six months of 2001.  Most subsidiaries  sell
to  customers  and  incur  and  pay operating  expenses  in  local
currencies.   These  local  currency  revenues  and  expenses  are
translated  into U.S. dollars for reporting purposes.  A  stronger
U.S. dollar will decrease the level of reported U.S. dollar orders
and  revenues,  decrease  the dollar gross  margin,  and  decrease
reported   dollar   operating  expenses   of   the   international
subsidiaries.   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, did not have a significant  impact  on  its
results of operations in comparison to first half 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  June
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 and does not
anticipate that full Euro conversion in 2002 will have a  material
impact  on  its results of operations or financial condition.   To
date,  the conversion to one common currency has not impacted  the
Company's pricing in European markets.


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 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.

The settlement also established a range of damages for the pending
patent infringement suit in Texas.  This settlement agreement  was
previously filed as a Form 8-K/A of the Company 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.  Pursuant to
the  terms of the settlement agreement, Intel will pay nothing  if
they are found in the Texas district court not to have infringed.

The  Texas  trial was held in early July 2002.  The  parties  have
provided  the court with written briefs summarizing the issues  at
trial,  and  the court has scheduled final closing  arguments  for
August 29, 2002.  The Company does not anticipate a verdict before
mid-September.

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 4.   Submission of Matters to a Vote of Security Holders
          ---------------------------------------------------

Intergraph Corporation's Annual Meeting of Shareholders  was  held
May 16, 2002. The results of the meeting follow.

      (1)  Seven directors were elected to  the Board of Directors
        to serve for the ensuing year and  until  their successors
        are duly elected and qualified.  All nominees were serving
        as  Directors  of  the  Company  at  the  time  of   their
        nomination for the current year.


                                                Votes
                                    -----------------------------
                                       For       Against/Withheld
                                    ----------   ----------------
         James F. Taylor, Jr.       43,417,886       2,181,617
         Larry J. Laster            43,394,728       2,204,775
         Sidney L. McDonald         43,369,051       2,230,452
         Thomas J. Lee              43,172,388       2,427,115
         Lawrence R. Greenwood      35,054,986      10,544,517
         Joseph C. Moquin           43,403,556       2,195,947
         Linda L. Green             43,395,474       2,204,029

       (2)  Proposal  to  approve  and  adopt an amendment to the
         Company's certificate of incorporation  to eliminate the
         ability  of  shareholders  to  act by written consent in
         lieu of a meeting was defeated  by  a vote of 13,208,238
         for,  21,630,538  against,  364,099   abstentions,   and
         10,396,628 broker non-votes.

       (3)  Proposal to approve the Intergraph  Corporation  2002
         Stock Option Plan  was  approved by a vote of 42,276,982
         for, 2,827,138 against, and 495,383 abstentions.

       (4)  Ratification of  the appointment of Ernst & Young LLP
         as the Company's  independent  auditors  for the current
         fiscal year was approved by  a  vote of 43,187,782  for,
         2,360,012 against, and 51,709 abstentions.

       (5)  Approval of any proposal which  might be submitted by
         the Company to  adjourn  the  Meeting to a later date to
         solicit additional proxies  in favor of any of Proposals
         1  through  4  above  in  the  event that there were not
         sufficient  votes  for  approval  of  any of Proposals 1
         through  4  at  the  Meeting  was  approved by a vote of
         29,282,319  for,  14,244,479   against,   and  2,072,705
         abstentions.

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

(a)  Exhibits:

     Exhibit
     Number                        Description
     -------                       -----------
      10(l)  Intergraph  Corporation  Amended  and Restated  2002
             Stock Option Plan

      99.1   Certification pursuant  to 18 U.S.C. Section 1350 by
             James F. Taylor, Jr. dated August 13, 2002

      99.2   Certification  pursuant to 18 U.S.C. Section 1350 by
             Larry J. Laster dated August 13, 2002


(b)  Reports on Form 8-K:  None



              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: August 13, 2002              Date: August 13, 2002