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


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

            For the quarterly period ended March 31, 1999
                                  
                                 OR
                                  
        [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934

             For the transition period from ____ to ____


                    Commission file number 0-9722
                                  
                                  
                       INTERGRAPH CORPORATION
       ------------------------------------------------------
       (Exact name of registrant as specified in its charter)
                                  
          Delaware                                     63-0573222
-------------------------------           ------------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)
 
      Intergraph Corporation
       Huntsville, Alabama                             35894-0001
----------------------------------------               ----------
(Address of principal executive offices)               (Zip Code)

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

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


     Common stock, par value  $.10 per share:  48,780,369 shares
                  outstanding as of March 31, 1999

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

                                  
                                  
                       INTERGRAPH CORPORATION
                             FORM 10-Q *
                           March 31, 1999
                                  
                                INDEX



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

   Item 1.  Financial Statements

 
            Consolidated Balance Sheets at March 31, 1999 
                and December 31, 1998                              2

            Consolidated Statements of Operations for the 
                quarters ended March 31, 1999 and 1998             3

            Consolidated Statements of Cash Flows for the
                quarters ended March 31, 1999 and 1998             4

            Notes to Consolidated Financial Statements           5 - 10

   Item 2.  Management's Discussion and Analysis of 
            Financial Condition and Results of Operations       11 - 20

   Item 3.  Quantitative and Qualitative Disclosures About 
            Market Risk                                            21


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

   Item 1.  Legal Proceedings                                      21

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


SIGNATURES                                                         23






*  Information contained in this Form 10-Q includes statements that
are forward looking as defined in Section 21-E 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 Exchange Commission,
including its most recent Annual Report on Form 10-K and this Form
10-Q.


PART I.   FINANCIAL INFORMATION
          ---------------------       
                           
               INTERGRAPH CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS
                             (Unaudited)
  
------------------------------------------------------------------------------
                                                    March 31,    December 31,
                                                      1999           1998
------------------------------------------------------------------------------
(In thousands except share and per share amounts)

Assets
  Cash and cash equivalents                         $ 91,267       $ 95,473
  Accounts receivable, net                           299,511        312,123
  Inventories                                         40,768         38,001
  Other current assets                                37,867         48,928
------------------------------------------------------------------------------
      Total current assets                           469,413        494,525

  Investments in affiliates                            9,191         12,841
  Other assets                                        67,395         61,240
  Property, plant, and equipment, net                121,491        127,368
------------------------------------------------------------------------------
      Total Assets                                  $667,490       $695,974
==============================================================================

Liabilities and Shareholders' Equity
  Trade accounts payable                            $ 59,208       $ 64,545
  Accrued compensation                                45,990         42,445
  Other accrued expenses                              88,615         79,160
  Billings in excess of sales                         64,882         68,137
  Short-term debt and current maturities          
    of long-term debt                                 10,717         23,718   
------------------------------------------------------------------------------
      Total current liabilities                      269,412        278,005
 
  Deferred income taxes                                3,165          3,142
  Long-term debt                                      59,744         59,495
------------------------------------------------------------------------------
      Total liabilities                              332,321        340,642
------------------------------------------------------------------------------

  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                        221,337        222,705
   Retained earnings                                 232,250        249,808
   Accumulated other comprehensive income -
     cumulative translation adjustment                   903          4,161
------------------------------------------------------------------------------
                                                     460,226        482,410
   Less - cost of 8,580,993 treasury shares
     at March 31, 1999 and 8,719,612 treasury 
     shares at December 31, 1998                    (125,057)      (127,078)
------------------------------------------------------------------------------
      Total shareholders' equity                     335,169        355,332
------------------------------------------------------------------------------
      Total Liabilities and Shareholders' Equity    $667,490       $695,974
==============================================================================

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


               INTERGRAPH CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS
                             (Unaudited)
                                  
------------------------------------------------------------------------------
Quarter Ended March 31,                                 1999        1998
------------------------------------------------------------------------------
(In thousands except per share amounts)

Revenues
  Systems                                           $170,308    $168,383
  Maintenance and services                            81,769      77,435
------------------------------------------------------------------------------
    Total revenues                                   252,077     245,818
------------------------------------------------------------------------------ 

Cost of revenues
  Systems                                            119,959     120,988
  Maintenance and services                            48,774      46,907
------------------------------------------------------------------------------
    Total cost of revenues                           168,733     167,895
------------------------------------------------------------------------------

    Gross profit                                      83,344      77,923

Product development                                   17,169      23,700
Sales and marketing                                   47,913      59,938
General and administrative                            26,165      26,534
Nonrecurring operating charges                           ---      14,761
------------------------------------------------------------------------------

    Loss from operations                             ( 7,903)    (47,010)

Gain on sale of assets                                   ---     102,767
Arbitration settlement                               ( 8,562)        ---
Interest expense                                     ( 1,418)    ( 2,189)
Other income (expense) - net                             325     (   626)
------------------------------------------------------------------------------

    Income (loss) before income taxes                (17,558)     52,942

Income tax expense                                       ---       3,500
------------------------------------------------------------------------------

    Net income (loss)                               $(17,558)   $ 49,442
==============================================================================

    Net income (loss) per share - basic             $  (0.36)   $   1.03
                                - diluted           $  (0.36)   $   1.02
==============================================================================

Weighted average shares outstanding - basic           48,697      48,219
                                    - diluted         48,697      48,335
==============================================================================

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


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

Quarter Ended March 31,                                  1999          1998
------------------------------------------------------------------------------
(In thousands)

Cash Provided By (Used For):
Operating Activities:
  Net income (loss)                                  $(17,558)      $49,442
  Adjustments to reconcile net income (loss) 
  to net cash provided by (used for) operating 
  activities:  
    Depreciation and amortization                      11,596        13,964
    Gain on sale of assets                                ---      (102,767)
    Noncash portion of nonrecurring operating             ---        13,978
      charges
    Arbitration settlement                              8,562           ---
    Net changes in current assets and liabilities         181        20,373
------------------------------------------------------------------------------
    Net cash provided by (used for) operating
      activities                                        2,781       ( 5,010)
------------------------------------------------------------------------------

Investing Activities:
  Proceeds from sales of assets                        19,919       102,000
  Purchases of property, plant, and equipment         ( 2,752)      ( 3,668)
  Capitalized software development costs              ( 4,580)      ( 2,465)
  Business acquisition, net of cash acquired          ( 1,742)        ---
  Purchase of software rights                             ---       (26,292)
  Other                                               (   935)          120
------------------------------------------------------------------------------
    Net cash provided by investing activities           9,910        69,695
------------------------------------------------------------------------------

Financing Activities:
  Gross borrowings                                         45           ---
  Debt repayment                                      (15,282)      (15,215)
  Proceeds of employee stock purchases and
    exercises of stock options                            653           761
------------------------------------------------------------------------------
    Net cash used for financing activities            (14,584)      (14,454)
------------------------------------------------------------------------------
Effect of exchange rate changes on cash               ( 2,313)      (   772)
------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents  ( 4,206)       49,459
Cash and cash equivalents at beginning of period       95,473        46,645
------------------------------------------------------------------------------
Cash and cash equivalents at end of period            $91,267       $96,104
==============================================================================

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


              INTERGRAPH CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:  In  the  opinion of management, the accompanying  unaudited
         consolidated  financial statements contain all  adjustments
         (consisting  of  normal recurring items)  necessary  for  a
         fair  presentation  of  results  for  the  interim  periods
         presented.

         Certain  reclassifications have been made to the previously
         reported  consolidated statements of  operations  and  cash
         flows  for  the  quarter ended March 31,  1998  to  provide
         comparability with the current period presentation.

NOTE 2:  Litigation.  As further described in the Company's Form 10-K
         filing for its year ended December 31, 1998, the Company
         has  ongoing  litigation,  in particular  that  with  Intel
         Corporation.  For further background information,  see  the
         Company's  Form  10-K  annual report  for  the  year  ended
         December  31,  1998.   Significant litigation  developments
         during 1999 are discussed below.

         Bentley  Litigation.   The  Company  maintains  an   equity
         ownership   position   in  Bentley  Systems,   Incorporated
         ("BSI"),  the  developer  and  owner  of  MicroStation,   a
         software   product  utilized  in  many  of  the   Company's
         software  applications and for which the Company serves  as
         a  nonexclusive distributor.  In March 1996, BSI  commenced
         arbitration   against  the  Company   with   the   American
         Arbitration Association, Atlanta, Georgia, relating to  the
         respective  rights of the companies under their April  1987
         Software  License  Agreement and other  matters,  including
         the  Company's alleged failure to properly account for  and
         pay  to  BSI certain royalties on its sales of BSI software
         products, and seeking significant damages.

         On  March  26,  1999,  the  Company  and  BSI  executed   a  
         Settlement  Agreement  and  Mutual  General  Release  ("the
         Agreement")   to  settle  this  arbitration  and   mutually
         release   all   claims  related  to  the   arbitration   or
         otherwise,  except  for a) certain litigation  between  the
         companies  that  is  the subject of a  separate  settlement
         agreement   and  b)  payment  for  products  and   services
         obtained  or  provided  in the normal  course  of  business
         since  January 1, 1999.  Both the Company and BSI expressly
         deny  any  fault, liability, or wrongdoing  concerning  the
         claims that were the subject matter of the arbitration  and
         have  settled  solely to avoid continuing  litigation  with
         each other.

         Under  the terms of the Agreement, the Company on April  1, 
         1999 made payment to BSI of $12,000,000 and transferred  to
         BSI  ownership  of  three million of the  shares  of  BSI's
         Class   A   common  stock  owned  by  the   Company.    The
         transferred shares were valued at approximately  $3,500,000
         on  the  Company's books.  As a result of  the  settlement,
         Intergraph's  equity ownership in BSI has been  reduced  to
         approximately  33%.   Additionally,  the  Company   had   a
         $1,200,000  net  receivable from BSI relating  to  business
         conducted  prior to January 1, 1999 which was  written  off
         in connection with the settlement.

         At  March  31,  1999,  the Company accrued  a  nonoperating
         charge  to  earnings  of $8,562,000  ($.18  per  share)  in
         connection  with the settlement, representing  the  portion
         of  settlement costs not previously accrued.   This  charge
         is    included   in   "Arbitration   settlement"   in   the
         consolidated statement of operations for the quarter  ended
         March  31,  1999.   The  $12,000,000  payable  to  BSI   is
         included in "Other accrued expenses" in the March 31,  1999
         consolidated  balance  sheet, and the Company's  investment
         in  BSI  (reflected in "Investments in affiliates"  in  the
         March  31,  1999  consolidated  balance  sheet)  has   been
         reduced by $3,500,000.

         The   April  1  $12,000,000  payment  to  BSI  was   funded
         primarily   from  existing  cash  balances.   For   further
         discussion   regarding   the   Company's   liquidity,   see
         Management's   Discussion   and   Analysis   of   Financial
         Condition and Results of Operations in this Form 10-Q.

NOTE 3:  Zydex.  On January 15, 1998, the Company's litigation  with
         Zydex,   Inc.  was  settled,  resulting  in  the  Company's
         purchase  of  100%  of  the  common  stock  of  Zydex   for
         $26,300,000  with  $16,000,000  paid  at  closing  of   the
         agreement and the remaining amount to be paid in  15  equal
         monthly  installments, including interest.  In March  1998,
         the  Company  prepaid in full the remaining amount  payable
         to  Zydex.   The  former  owner of  Zydex  retains  certain
         rights  to  use, but not sell or sublicense,  plant  design
         system  application software ("PDS") for  a  period  of  15
         years  following the date of closing.  In addition  to  the
         purchase  price of common stock, the Company  was  required
         to  pay  additional royalties to Zydex  in  the  amount  of
         $1,000,000  at  closing of the agreement.  These  royalties
         were  included in the Company's 1997 results of  operations
         and  therefore  did not affect first quarter 1998  results.
         The  first quarter 1998 cash payments to Zydex were  funded
         by  the  Company's primary lender and by proceeds from  the
         sale  of  the Company's Solid Edge and Engineering Modeling
         System  product  lines.   See Management's  Discussion  and
         Analysis  of Financial Condition and Results of  Operations
         in  this  Form  10-Q  for  a discussion  of  the  Company's
         liquidity.

         The  Company capitalized the $26,300,000 cost  of  the  PDS
         software  rights  and is amortizing it  over  an  estimated
         useful  life  of  seven  years.  The  unamortized  balance,
         approximately  $21,600,000 at March 31, 1999,  is  included
         in  "Other  assets"  in  the March  31,  1999  consolidated
         balance sheet.

NOTE 4:  Inventories  are  stated at the lower of  average  cost  or
         market and are summarized as follows:
                
         -----------------------------------------------------------
                                   March 31,         December 31, 
                                     1999               1998
         -----------------------------------------------------------
         (In thousands)
       
         Raw materials             $ 1,129            $ 2,739
         Work-in-process             3,443              3,594
         Finished goods             20,135             15,597
         Service spares             16,061             16,071
         -----------------------------------------------------------       
         Totals                    $40,768            $38,001
         ===========================================================
        
NOTE 5:  Property,  plant,  and equipment - net includes  allowances
         for  depreciation of $256,649,000 and $259,074,000 at March
         31, 1999 and December 31, 1998, respectively.

NOTE 6:  In  January 1999, the Company acquired the assets  of  PID,
         an  Israeli  software development company, for  $5,655,000.
         At  closing, the Company paid $2,180,000 in cash, with  the
         remainder  due  in  varying installments  through  February
         2002.   The accounts and results of operations of PID  have
         been  combined with those of the Company since the date  of
         acquisition using the purchase method of accounting.   This
         acquisition   did  not  materially  affect  the   Company's
         revenues,  net  loss,  or loss per share  for  the  quarter
         ended  March  31,  1999,  nor is  it  expected  to  have  a
         significant  impact  on results for the  remainder  of  the
         year.

NOTE 7:  In  November  1998, the Company sold substantially  all  of
         its  U.S.  manufacturing  assets to  SCI  Technology,  Inc.
         (SCI)  a wholly-owned subsidiary of SCI Systems, Inc.,  and
         SCI    assumed   responsibility   for   manufacturing    of
         substantially all of the Company's hardware products.   The
         total  purchase price was $62,404,000, $42,485,000 of which
         was   received  during  fourth  quarter  1998.   The  final
         purchase  price installment of $19,919,000 was received  on
         January  12, 1999.  For a complete discussion  of  the  SCI
         transaction and its anticipated impact on future  operating
         results and cash flows, see the Company's Form 10-K  annual
         report for the year ended December 31, 1998.

NOTE 8:  In  first quarter 1998, the Company sold its Solid Edge and
         Engineering  Modeling System product  lines  to  Electronic
         Data  Systems  Corporation and its  Unigraphics  Solutions,
         Inc.  subsidiary  for $105,000,000 in  cash.   The  Company
         recorded a gain on this transaction of $102,767,000  ($2.13
         per  share).   This gain is included in "Gain  on  sale  of
         assets"  in  the  consolidated statement of operations  for
         the quarter ended March 31, 1998.

NOTE 9:  In   first  quarter  1998,  the  Company  reorganized   its
         European  operations  to reflect the  organization  of  the
         Company  into  four distinct business units  and  to  align
         operating  expenses  more closely with  revenue  levels  in
         that  region.   The cost of this reorganization,  primarily
         for   employee  severance  pay  and  related   costs,   was
         originally  estimated  at  $5,400,000  and  recorded  as  a
         nonrecurring  operating charge in the  first  quarter  1998
         consolidated   statement   of   operations.    During   the
         remainder  of 1998, approximately $2,200,000 of  the  costs
         accrued  in  the first quarter were reversed as the  result
         of  the incurrence of lower severance costs than originally
         anticipated.   In fourth quarter 1998, additional  European
         reorganization  costs  of  $2,000,000  were  recorded   for
         further  headcount reductions.  Approximately  80  European
         positions  were  eliminated in  the  sales  and  marketing,
         general   and  administrative,  and  pre-  and   post-sales
         support  areas.   Cash  outlays to  date  related  to  this
         charge  approximate $3,700,000, with $800,000 and  $600,000
         expended   in  the  first  quarters  of  1998   and   1999,
         respectively.  The remaining costs are expected to be  paid
         over  the  remainder  of 1999 and are  included  in  "Other
         accrued  expenses"  in  the  March  31,  1999  consolidated
         balance   sheet.   The  Company  estimates   the   European
         reorganization   will   result   in   annual   savings   of
         approximately $7,000,000. 

         The  remainder of first quarter 1998 nonrecurring operating
         charges  consists  primarily of write-offs  of  a)  certain
         intangible  assets, primarily capitalized  business  system
         software no longer in use, b) goodwill recorded on a  prior
         acquisition of a domestic subsidiary and determined  to  be
         of  no  value, and c) a noncompete agreement with a  former
         third   party   consultant.   Prior   to   the   write-off,
         amortization    of   these   intangibles   accounted    for
         approximately $3,400,000 of the Company's annual  operating
         expenses.

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

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

         -----------------------------------------------------------
                             Cash Provided By (Used For) Operations
         Quarter Ended March 31,            1999          1998
         -----------------------------------------------------------
         (In thousands)
 
         (Increase) decrease in:
           Accounts receivable, net        $6,377       $32,790
           Inventories                     (1,242)      ( 1,835)
           Other current assets            (4,723)      (   656)
         Increase (decrease) in: 
           Trade accounts payable          (3,981)      (11,353)
           Accrued compensation and
             other accrued expenses         5,851       (   373)
           Billings in excess of sales     (2,101)        1,800
         -----------------------------------------------------------
         Net changes in current assets 
           and  liabilities                $  181       $20,373
         ===========================================================

         Investing and financing transactions in first quarter  1999
         that  did  not require cash included the acquisition  of  a
         business   in   part   for   future  obligations   totaling
         approximately $3,475,000, the sale of fixed assets in  part
         for  a  $2,100,000  short-term  note  receivable,  and  the
         financing of new financial and administrative systems  with
         a  long-term  note  payable  of  approximately  $2,000,000.
         There  were no significant noncash investing and  financing
         transactions in the first quarter of 1998.

NOTE 11: Basic  income (loss) per share is computed  using  the
         weighted  average  number  of  common  shares  outstanding.
         Diluted  income  (loss)  per share is  computed  using  the
         weighted  average  number of common and  equivalent  common
         shares   outstanding.   Employee  stock  options  are   the
         Company's only common stock equivalent and are included  in
         the calculation only if dilutive.

NOTE 12: Effective  January  1,  1998,  the  Company   adopted
         Statement  of  Financial  Accounting  Standards  No.   131,
         "Disclosures about  Segments of an Enterprise  and  Related
         Information".    This    Statement    replaces     previous
         requirements  that  segment information be  reported  along
         industry  lines  with  a  new operating  segment  approach.
         Operating segments are defined as components of a  business
         for  which  separate  financial  information  is  regularly
         evaluated  in determining resource allocation and operating
         performance.    The   Company's  operating   segments   are
         Intergraph   Computer  Systems  (ICS),  Intergraph   Public
         Safety,  Inc.  (IPS),  VeriBest, Inc.  (VeriBest)  and  the
         Software   and   Federal   Systems   ("Federal")   business
         (collectively,  the  Software and Federal  businesses  form
         what   is   termed  "Intergraph"),  none  of   which   were
         considered   to  be  reportable  segments  under   previous
         external reporting standards.

         The  Company's  reportable segments are strategic  business
         units  which  are organized by the types of  products  sold
         and   the   specific  markets  served.   They  are  managed
         separately due to unique technology and marketing  strategy
         resident in each of the Company's markets.

         ICS  supplies  high  performance Windows NT-based  graphics
         workstations and PCs, 3D graphics subsystems, servers,  and
         other   hardware  products.  IPS  develops,  markets,   and
         implements  systems  for public safety agencies.   VeriBest
         serves  the electronic design automation market,  providing
         software  design  tools, design processes,  and  consulting
         services  for developers of electronic systems.  Intergraph
         supplies   software   and  solutions,  including   hardware
         purchased  from  ICS,  consulting,  and  services  to   the
         process  and  building  and infrastructure  industries  and
         provides   services   and   specialized   engineering   and
         information   technology  to  support  Federal   government
         programs.

         The   Company   evaluates  performance  of  the   operating
         segments  based  on  revenue and  income  from  operations.
         Sales  among  the operating segments, the most  significant
         of  which  are sales of hardware products from ICS  to  the
         other  segments, 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.   In  the  U.S.,  intersegment
         sales  of  products  and services to be used  for  internal
         purposes   are   charged   at  cost.    For   international
         subsidiaries,  transfer  price is charged  on  intersegment
         sales  of  products  and services to  be  used  for  either
         internal purposes or sale to customers.

         The  following  table  sets forth  revenues  and  operating
         income  (loss) by operating segment for the quarters  ended
         March 31, 1999 and 1998.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
                                                           Intergraph                                  
                                                        -----------------                             Total
(In thousands)                 ICS     IPS    VeriBest  Software  Federal  Corporate  Eliminations   Company
------------------------------------------------------------------------------------------------------------   
<S>                         <C>       <C>      <C>       <C>       <C>       <C>         <C>         <C>
Quarter ended March 31, 1999:
Revenues
  Unaffiliated customers    $ 62,177  $20,334  $ 7,467   $120,715  $41,384       ---          ---    $252,077
  Intersegment revenues       31,148      957       53      1,830    1,380       ---     $(35,368)        ---
-------------------------------------------------------------------------------------------------------------- 
Total Revenues              $ 93,325  $21,291  $ 7,520   $122,545  $42,764       ---     $(35,368)   $252,077
--------------------------------------------------------------------------------------------------------------     

Operating income (loss)
  before nonrecurring
  operating charges         $ (6,667) $ 1,927  $(1,801)  $  3,393  $ 4,233   $(8,981)    $     (7)   $ (7,903)
--------------------------------------------------------------------------------------------------------------     

Quarter ended March 31, 1998:
Revenues
  Unaffiliated customers    $ 54,233  $12,375  $ 6,905   $139,484  $32,821       ---          ---    $245,818
  Intersegment revenues       56,777       65      185        631    1,424       ---     $(59,082)        ---
------------------------------------------------------------------------------------------------------------- 
Total Revenues              $111,010  $12,440  $ 7,090   $140,115  $34,245       ---     $(59,082)   $245,818
-------------------------------------------------------------------------------------------------------------    
 
Operating income (loss)
  before nonrecurring
  operating charges         $(19,551) $   857  $(4,698)  $    425  $(2,458)  $(6,732)    $    (92)   $(32,249)
--------------------------------------------------------------------------------------------------------------
</TABLE>

         Effective  January  1,  1999,  the  Utilities  business  of
         Intergraph  was merged into IPS, increasing  the  operating
         segment's first quarter 1999 revenues and operating  income
         by  $9,000,000 and $1,000,000, respectively,  and  reducing
         the  Intergraph Software operating segment figures by those
         amounts.

         Amounts  included  in  the "Corporate"  column  consist  of
         general   corporate   expenses,   primarily   general   and
         administrative   expenses   (including   legal   fees    of
         $4,282,000 and $3,356,000 in first quarter 1999  and  1998,
         respectively)  remaining  after charges  to  the  operating
         segments based on segment usage of those services.


         Significant profit and loss items for first quarter 1999 that are 
         not  allocated  to  the segments and not  included  in  the
         analysis  above  include  an  $8,562,000  charge   for   an
         arbitration  settlement  agreement  reached  with   Bentley
         Systems,  Inc. (see Note 2).  Such items for first  quarter
         1998  include a gain on sale of assets of $102,767,000 (see
         Note  8)  and nonrecurring operating charges of $14,761,000
         (see Note 9).

         The  Company  does  not  evaluate performance  or  allocate
         resources  based  on  assets and,  as  such,  it  does  not
         prepare  balance  sheets for its operating segments,  other
         than those of its wholly-owned subsidiaries.
  
NOTE 13: Effective  January  1,  1998,  the  Company   adopted
         Statement  of  Financial  Accounting  Standards  No.   130,
         "Reporting Comprehensive Income".  Under this Statement, all
         nonowner changes in equity during a period are reported  as
         a  component  of comprehensive income (loss).   During  the
         first   quarters   of   1999  and   1998,   the   Company's
         comprehensive  income  (loss)  totaled  ($20,816,000)   and
         $49,586,000,  respectively.   Comprehensive  income  (loss)
         differs  from  net  income (loss) due to  foreign  currency
         translation adjustments.

NOTE 14: Effective January 1, 1999, the Company adopted American
         Institute  of  Certified  Public Accountants  Statement  of
         Position   98-1, "Accounting  for  the  Costs  of  Computer
         Software  Developed  or Obtained for Internal  Use",  which
         defines  computer  software  costs  to  be  capitalized  or
         expensed   to  operations.   Implementation  of  this   new
         accounting  standard  did  not  significantly  affect   the
         Company's first quarter 1999 results of operations, nor  is
         it  expected  to have a significant impact on  results  for
         the  remainder of the year, as the Company has historically
         been  in  substantial compliance with the practice required
         by the Statement.

NOTE 15: Subsequent  Event.   On April 15,  1999,  the  Company
         completed  the sale of InterCAP Graphics Systems,  Inc.,  a
         wholly  owned subsidiary, to Micrografx, a global  provider
         of   enterprise   graphics   software,   for   $12,150,000,
         consisting  of  $3,853,000 in cash received at  closing,  a
         deferred  payment of $2,500,000 due in August 1999,  and  a
         $5,797,000 convertible subordinated debenture due in  March
         2002.  The resulting gain on this transaction, expected  to
         be  in  the  range of $10,000,000 to $12,000,000,  will  be
         included  in  the Company's second quarter  1999  operating
         results.   InterCAP's  revenues and losses  for  1998  were
         $4,660,000  and  $1,144,000, respectively, ($3,600,000  and
         $1,853,000   for  1997).   Assets  of  the  subsidiary   at
         December  31, 1998 totaled $1,550,000.  The subsidiary  did
         not  have  a  material effect on the Company's  results  of
         operations for first quarter 1999.



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

SUMMARY
-------

Earnings.  In first quarter 1999, the Company incurred a net  loss
of $.36 per share on revenues of $252.1 million, including an $8.6
million  ($.18 per share) charge for settlement of its arbitration
proceedings   with   Bentley  Systems,  Inc.   (See   "Litigation"
following.)  In first quarter 1998, the Company earned net  income
of  $1.02  per  share on revenues of $245.8 million,  including  a
$102.8  million ($2.13 per share) gain on the sale  of  its  Solid
Edge  and  Engineering Modeling System product lines and  a  $14.8
million   ($.31  per  share)  charge  for  nonrecurring  operating
expenses,  primarily for employee termination costs and  write-off
of  certain  intangible  assets.  First  quarter  1999  loss  from
operations excluding nonrecurring operating expenses was $.16  per
share  versus a $.67 per share loss for first quarter  1998.   The
improvement  is the result of a 17% decline in operating  expenses
and a 1.4 point increase in gross margin.

Nonrecurring  Operating  Charges.   In  first  quarter  1998,  the
Company  reorganized  its  European  operations  to  reflect   the
organization of the Company into four distinct business units  and
to  align  operating expenses more closely with revenue levels  in
that  region.   The  cost  of this reorganization,  primarily  for
employee severance pay and related costs, was originally estimated
at $5.4 million and recorded as a nonrecurring operating charge in
the  first  quarter  1998  consolidated statement  of  operations.
During  the remainder of 1998, approximately $2.2 million  of  the
costs accrued in the first quarter were reversed as the result  of
incurrence  of lower severance costs than originally  anticipated.
In  fourth quarter 1998, additional European reorganization  costs
of  $2  million  were  recorded for further headcount  reductions.
Approximately 80 European positions were eliminated in  the  sales
and marketing, general and administrative, and pre- and post-sales
support  areas.   Cash  outlays to date  related  to  this  charge
approximate  $3.7  million,  with  $.8  million  and  $.6  million
expended  in  the  first quarters of 1998 and 1999,  respectively.
The remaining costs are expected to be paid over the remainder  of
1999 and are included in "Other accrued expenses" in the March 31,
1999  consolidated  balance  sheet.   The  Company  estimates  the
European   reorganization  will  result  in  annual   savings   of
approximately $7 million.

The  remainder  of  the first quarter 1998 nonrecurring  operating
charges  consists primarily of write-offs of a) certain intangible
assets,  primarily capitalized business system software no  longer
in  use, b) goodwill recorded on a prior acquisition of a domestic
subsidiary  and determined to be of no value, and c) a  noncompete
agreement  with  a former third party consultant.   Prior  to  the
write-off,   amortization  of  these  intangibles  accounted   for
approximately  $3.4  million  of the  Company's  annual  operating
expenses.

Litigation.   As  further  described in the  Company's  Form  10-K
filing  for  its  year ended December 31, 1998,  the  Company  has
ongoing litigation, in particular that with Intel Corporation, and
its  business is subject to certain risks and uncertainties.   For
further background information see the Company's Form 10-K  annual
report   for  the  year  ended  December  31,  1998.   Significant
litigation developments during 1999 are discussed below.

Bentley  Litigation.   The Company maintains an  equity  ownership
position  in Bentley Systems, Incorporated ("BSI"), the  developer
and owner of MicroStation, a software product utilized in many  of
the  Company's  software applications and for  which  the  Company
serves  as  a  nonexclusive  distributor.   In  March  1996,   BSI
commenced  arbitration  against  the  Company  with  the  American
Arbitration  Association,  Atlanta,  Georgia,  relating   to   the
respective rights of the companies under their April 1987 Software
License  Agreement  and  other matters,  including  the  Company's
alleged  failure to properly account for and pay  to  BSI  certain
royalties  on  its  sales of BSI software  products,  and  seeking
significant damages.

On  March  26,  1999,  the Company and BSI executed  a  Settlement
Agreement  and Mutual General Release ("the Agreement") to  settle
this  arbitration and mutually release all claims related  to  the
arbitration or otherwise, except for a) certain litigation between
the  companies  that  is  the subject  of  a  separate  settlement
agreement  and  b) payment for products and services  obtained  or
provided  in the normal course of business since January 1,  1999.
Both  the Company and BSI expressly deny any fault, liability,  or
wrongdoing concerning the claims that were the subject  matter  of
the  arbitration  and  have  settled solely  to  avoid  continuing
litigation with each other.

Under the terms of the Agreement, the Company on April 1, 1999
made  payment  to  BSI  of  $12 million  and  transferred  to  BSI
ownership of three million of the shares of BSI's Class  A  common
stock owned by the Company.  The transferred shares were valued at
approximately $3.5 million on the Company's books.  As a result of
the  settlement,  Intergraph's equity ownership in  BSI  has  been
reduced  to  approximately 33%.  Additionally, the Company  had  a
$1.2   million  net  receivable  from  BSI  relating  to  business
conducted  prior  to  January 1, 1999 which  was  written  off  in
connection with the settlement.

At  March  31, 1999, the Company accrued a nonoperating charge  to
earnings  of  approximately  $8.6  million  ($.18  per  share)  in
connection  with  the  settlement,  representing  the  portion  of
settlement costs not previously accrued.  This charge is  included
in  "Arbitration  settlement"  in the  consolidated  statement  of
operations for the quarter ended March 31, 1999.  The $12  million
payable  to  BSI  is included in "Other accrued expenses"  in  the
March  31,  1999  consolidated balance sheet,  and  the  Company's
investment in BSI (reflected in "Investments in affiliates" in the
March  31,  1999 consolidated balance sheet) has been  reduced  by
$3.5 million.

The  $12 million payment to BSI was funded primarily from existing
cash  balances.   For further discussion regarding  the  Company's
liquidity, see "Liquidity and Capital Resources" following.

Year  2000 Issue.  As further described in the Company's Form 10-K
annual  report for the year ended December 31, 1998,  the  Company
has  initiated a program to mitigate and/or prevent  the  possible
adverse  effects  on its operations of Year 2000 problems  in  its
software  and  hardware  products sold to  customers  and  in  its
internally used software and hardware.

The  Company's  efforts to identify and resolve Year  2000  issues
related to its hardware and software product offerings are nearing
completion  and should be substantially complete  at  the  end  of
second  quarter  1999.   All  products currently  offered  in  the
Company's standard price list are Year 2000 compliant or  will  be
so  certified  as  new versions and utilities  are  released.   In
addition,  the  Company  has completed  a  significant  effort  to
contact  its  customers  and  business  partners  to  ensure  that
customers  are  aware  of  how  to  acquire  detailed  Year   2000
information   regarding  any  Intergraph-produced  product.    The
Company's  Web  site allows customers to request specific  product
information  related  to  the  Year 2000  issue,  and  provides  a
mechanism   for   requesting  specific  product   upgrade   paths.
Customers  under maintenance contract with the Company  are  being
upgraded  to  compliant  versions of the Company's  software,  and
selected  hardware remedies have been completed where appropriate.
Accordingly, the Company does not believe that any Year 2000 problems 
in its installed base of products or in its current product offerings 
present a material exposure for the Company.  However, the Company could
suffer a loss of maintenance revenue should its customers discontinue any
noncompliant products and not replace them with other products  of
the  Company,  and  product sales could be lost  should  customers
replace   any  noncompliant  products  with  products   of   other
companies.   In addition, any liability claims by customers  would
increase  the  Company's legal expenses and, if successful,  could
have  an adverse impact on the results of operations and financial
position  of the Company.  The Company's product compliance  costs
have not had and are not anticipated to have a material impact  on
its results of operations or financial condition.

Year  2000  readiness of the Company's business critical  internal
systems  has been made a top priority by the Company's  Year  2000
program team.  All business critical internal systems upgrades and
programming changes are scheduled to be tested and implemented  by
the  end  of  second  quarter  1999.  The  Company  completed  the
majority  of  these implementations in first quarter 1999  and  is
currently  on target to meet this deadline.  The Company  believes
that  it  will successfully implement all internal systems changes
and  replacements necessary to ensure the Year 2000 compliance  of
all  business critical internal systems, but has contingency plans
to further upgrade existing systems if implementation falls behind
schedule.   Year  2000 compliance costs related to  the  Company's
internal  systems have not had and are not anticipated to  have  a
material   impact  on  its  results  of  operations  or  financial
condition.

The  Company  is  conducting a program of investigation  with  its
critical suppliers to ensure continuous and uninterrupted  supply,
and  includes Year 2000 provisions in its new supplier agreements.
This  program  consists primarily of a major survey  campaign  and
follow-up  with significant suppliers to monitor compliance.   The
Company  has  also initiated discussions with other entities  with
which   it  interacts  electronically,  including  customers   and
financial  institutions, to ensure those parties have  appropriate
plans  to  remediate any Year 2000 issues.  To date, responses  to
third  party Year 2000 surveys do not provide assurance that these
third parties will achieve Year 2000 compliance, as most companies
are  reluctant  to  make such representations.  However,  most  of
these  parties have Year 2000 programs in place and, to  date,  no
significant risks have been identified.  There cannot be  complete
assurance that the systems of other companies on which the Company
relies  will  be  converted  timely,  and  the  Company  could  be
adversely   impacted  by  any  suppliers,  customers,  and   other
businesses  who  do  not  successfully address  this  issue.   The
Company  continues to assess these risks in order  to  reduce  any
potential  adverse  impact.  The Company will develop  contingency
plans by the end of second quarter 1999 to address potential third
party noncompliance issues, should any be present.

The  costs  of  the  Year  2000 project and  the  dates  on  which
significant  phases  will be completed are based  on  management's
best   estimates,  which  have  been  derived  utilizing  numerous
assumptions of future events, including the continued availability
of  certain resources, third party modification plans,  and  other
factors.  There can be no assurance that these estimates of  costs
and  completion dates will be achieved, and actual  results  could
differ  materially from those anticipated.  Specific factors  that
might cause such material differences include, but are not limited
to,  the availability and cost of personnel trained in this  area,
the  ability to locate and correct all relevant computer codes and
implement   new   systems  in  a  timely   manner,   and   similar
uncertainties.

The  Company  believes it has an effective  program  in  place  to
resolve  the Year 2000 issue with respect to its internal  systems
in  a  timely  manner;  however, it  has  not  yet  completed  all
necessary  phases of this program.  In the event that the  Company
does not complete any additional phases, which is not anticipated,
the  Company  could experience significant delays in  sales  order
processing,  shipping,  invoicing, and  collections,  among  other
areas.   In addition, the Company's operations could be materially
adversely  affected  if Year 2000 compliance is  not  achieved  by
significant vendors.

Remainder of the Year.  The Company expects that the industry will
continue  to  be  characterized by higher  performance  and  lower
priced    products,   intense   competition,   rapidly    changing
technologies, shorter product cycles, and development and  support
of  software  standards that result in less specific hardware  and
software dependencies by customers.  The Company believes that its
operating  system  and hardware architecture  strategies  are  the
correct   choices.   However,  competing  operating  systems   and
products  are  available  in the market, and  competitors  of  the
Company  offer  Windows  NT and Intel as  the  systems  for  their
products.   Improvement  in the Company's operating  results  will
depend   on   its   ability  to  accurately  anticipate   customer
requirements   and  technological  trends  and  to   rapidly   and
continuously  develop  and  deliver  new  hardware  and   software
products   that   are   competitively   priced,   offer   enhanced
performance,  and meet customers' requirements for standardization
and  interoperability, and will further depend on its  ability  to
successfully implement its strategic direction.  In addition,  the
Company faces significant operational and financial uncertainty of
unknown  duration  due  to  its  dispute  with  Intel.   (See  the
Company's Form 10-K annual report for the year ended December  31,
1998  for  a  complete description of the Company's  dispute  with
Intel  and for a discussion of the effects of this dispute on  the
Company's operations.)  To achieve and maintain profitability, the
Company  must increase its sales volume and/or continue  to  align
its  operating expenses with the level of revenue and gross margin
currently being generated.

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

Orders.   First quarter systems orders totaled $144.1  million,  a
decline  of  8% from first quarter 1998.  U.S. orders declined  by
15%  while  international orders were flat  with  the  prior  year
period.  The U.S. decline is primarily attributable to weakness in
the Company's U.S. commercial product sector.

New  Products.   In  February  1999,  the  Company  announced  the
availability of Intel's new Pentium III processor at  500  MHz  in
its  line of TDZ 2000 ViZual Workstations.  These products include
the  TDZ  2000 GL2 for the technical and creative markets and  the
StudioZ  RenderRAX III, first in the family of rackmount TDZ  2000
workstations,  for the broadcast/video and entertainment  markets.
The StudioZ RenderRAX III is the first Pentium III processor-based
rackmount  rendering  engine for animation and  computer-generated
imagery applications.

In  March 1999, the Company announced the availability of its  TDZ
2000  GX1  ViZual Workstations using Intel's new Pentium III  Xeon
processors at 500 MHz.  Other TDZ 2000 GX1 models with Pentium III
Xeon  processors at 550 MHz will be available simultaneously  with
Intel's shipment of the new processors.  The Company also provides
an   affordable  upgrade  path  to  these  faster  processors  for
customers  using Intergraph's Pentium II Xeon processor-based  TDZ
2000 workstations.

The  success of new product introductions is dependent on a number
of  factors, including market acceptance, the Company's management
of   risk   associated  with  product  transition,  the  effective
management  of  inventory levels in line with anticipated  demand,
and  the industry-wide risk that new products may have defects  in
the  introductory  stage.   Because of  these  uncertainties,  the
Company  cannot  determine the ultimate effect that  new  products
will have on its sales or operating results.

Revenues.   Total  revenues  for first quarter  1999  were  $252.1
million,  up  approximately  3% from first  quarter  1998.   Sales
outside  the  U.S.  represented 51% of  total  revenues  in  first
quarter 1999, relatively flat with the first quarter and full year
1998  levels.   European revenues were 32% of total  revenues  for
first  quarter  1999, unchanged from first quarter and  full  year
1998.

Systems.   Systems revenue for first quarter was  $170.3  million,
relatively   flat   with  the  prior  year  period.    Competitive
conditions manifested in declining per unit sales prices  continue
to  adversely  affect the Company's systems revenues  and  margin.
U.S. revenues were up 2%, due primarily to growth in the Company's
federal  government business.  European revenues improved  by  5%,
while  Asia Pacific and Canadian revenues declined by 2% and  23%,
respectively.   Excluding the impact of a weaker dollar,  European
revenues improved by only 2% and Asia Pacific revenues declined by
7%.    The   Canadian  revenue  decline  was  due   primarily   to
strengthening of the U.S. dollar against Canadian currency.

First  quarter 1998 revenues were severely impacted by  delays  in
new  product releases, primarily the effect of the Intel  lawsuit,
resulting  in  lost  sales for the Company as  well  as  increased
discounting on available products.  A slight recovery  from  these
effects  in  first  quarter  1999 was offset  by  the  decline  in
revenues  resulting from the sale of the Company's Solid Edge  and
Engineering Modeling System product lines in March 1998.

Hardware  revenues for first quarter 1999 were down  8%  from  the
prior year period.  Unit sales of workstations and servers were up
12%, while workstation and server revenues declined by 3% due to a
14%  decline  in  the  average  per  unit  selling  price.   Price
competition  in the industry continues to erode per  unit  selling
prices.   Sales of peripheral hardware products decreased  by  16%
from the prior year period due primarily to a 36% decline in sales
of  storage  devices  and memory as well as the  loss  of  revenue
resulting  from  the  April  1998 sale of  the  Company's  printed
circuit  board manufacturing facility.  Software revenues declined
4%  from  first quarter 1998.  Significant increases in  sales  of
Geomedia, photogrammetry, ICS and Federal software were offset  by
across   the  board  declines  in  revenues  from  other  software
products,  with the exception of plant design software application
revenues  which remained flat with the prior year  period.   Plant
design   is  currently  the  Company's  highest  volume   software
offering,  representing  28% of total  software  sales  for  first
quarter   1999.   Sales  of  Windows-based  software   represented
approximately 90% of total software revenues in both first quarter
1999 and 1998.

Maintenance  and  Services.   Maintenance  and  services   revenue
consists of revenues from maintenance of Company systems and  from
Company  provided  services, primarily  training  and  consulting.
These  forms  of  revenue totaled $81.8 million in  first  quarter
1999, up 6% from the same prior year period.  Maintenance revenues
totaled $52.7 million for the quarter, down 1% from the prior year
period.   The  trend in the industry toward lower priced  products
and  longer warranty periods has limited the growth potential  for
maintenance  revenue,  and the Company believes  this  trend  will
continue   into   the   future.    Services   revenue   represents
approximately 12% of total revenues and has increased 20% from the
same  prior year period.  Growth in services revenue has acted  to
offset  the  decline  in  maintenance  revenue.   The  Company  is
endeavoring  to grow its services business and has redirected  the
efforts   of  its  hardware  maintenance  organization  to   focus
increasingly   on  systems  integration.   Revenues   from   these
services,  however,  typically produce lower  gross  margins  than
maintenance revenues.

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

The Company's total gross margin for first quarter 1999 was 33.1%,
up  1.4 points and 1.6 points from the first quarter 1998 and full
year 1998 levels, respectively.

Systems  margin was 29.6%, up 1.5 points from first  quarter  1998
and  flat with the full year 1998 level due primarily to a decline
in   unfavorable  manufacturing  variances  as   the   result   of
outsourcing  the  Company's  manufacturing  operations  in  fourth
quarter  1998.   Additionally,  systems  margins  were  positively
impacted by weakening of the U.S. dollar in international markets,
primarily Europe and Asia, in comparison to the prior year period.

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

Maintenance and services margin for first quarter 1999 was  40.4%,
up  1  point from first quarter 1998 and 3.5 points from the  full
year  1998  level  primarily due to a significant  improvement  in
services  revenues without a corresponding increase in cost.   The
Company continues to monitor maintenance and services cost closely
and has taken certain measures, including reductions in headcount,
to  align these costs with the current revenue level.  The Company
believes  that  the  trend  in the industry  toward  lower  priced
products and longer warranty periods will continue to curtail  its
maintenance revenue, which will pressure maintenance margin in the
absence of corresponding cost reductions.

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

Operating expenses for first quarter 1999 were $91.2 million, down
17%  from  the comparable prior year period.  In response  to  the
level  of  its  operating losses, the Company  has  taken  various
actions, including employee terminations and sales of unprofitable
business  operations, to reduce its average employee headcount  by
approximately  13%  from first quarter 1998.  Product  development
expense  declined  28% from first quarter 1998  due  primarily  to
decreases  in  labor  and  overhead expenses  resulting  from  the
headcount  decline  and from an increase in  software  development
projects qualifying for capitalization, primarily related  to  the
Company's   federal  shipbuilding  effort.   Sales  and  marketing
expense  declined 20% from the prior year period due to reductions
in advertising and in salaries and commissions from the decline in
average headcount.  The Company's sales and marketing expenses are
inherently  activity  based and can be  expected  to  increase  in
quarters  of  higher activity levels.  General and  administrative
expense  was flat with the prior year period.  A moderate increase
in  legal  fees related to the Intel litigation was offset  by  an
across the board decline in other expenditures.

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

Interest expense was $1.4 million for first quarter 1999, compared
to  $2.2  million  for first quarter 1998.  The Company's  average
outstanding debt has declined in comparison to first quarter  1998
due  primarily  to  repayment of borrowings  under  the  Company's
revolving  credit  facility using proceeds from sales  of  assets.
See  "Liquidity and Capital Resources" below for a  discussion  of
the Company's current financing arrangements.

"Other  income (expense) - net" in the consolidated statements  of
operations consists primarily of interest income, foreign exchange
losses,  equity in the earnings of investee companies,  and  other
miscellaneous items of nonoperating income and expense.

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

Fluctuations  in  the  value of the U.S. dollar  in  international
markets can have a significant impact on the Company's results  of
operations.  For the first quarter of 1999 and the full year 1998,
approximately  51%  of the Company's revenues  were  derived  from
customers  outside the United States, primarily through subsidiary
operations.  Most subsidiaries sell to customers and incur and pay
operating  expenses  in  local  currency.   These  local  currency
revenues and expenses are translated to 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.  For the first quarter  of  1999,
the  U.S.  dollar weakened on average from its first quarter  1998
level, which increased reported dollar revenues, orders, and gross
margin,  but also increased reported dollar operating expenses  in
comparison  to the prior year period.  The Company estimates  that
this  weakening  of the U.S. dollar in its international  markets,
primarily Europe and Asia, improved its first quarter 1999 results
of  operations  by approximately $.03 per share in  comparison  to
first quarter 1998.

The  Company  conducts business in all major markets  outside  the
U.S., but the most significant of these operations with respect to
currency  risk  are located in Europe and Asia.  Local  currencies
are   the   functional  currencies  for  the  Company's   European
subsidiaries.  The U.S. dollar is the functional currency for  all
other  international subsidiaries.  With respect to  the  currency
exposures  in  these regions, the objective of the Company  is  to
protect  against  financial  statement  volatility  arising   from
changes in exchange rates with respect to amounts denominated  for
balance  sheet  purposes in a currency other than  the  functional
currency  of  the local entity.  The Company will therefore  enter
into  forward exchange contracts related to certain balance  sheet
items,   primarily   intercompany   receivables,   payables,   and
formalized  intercompany  debt, when  a  specific  risk  has  been
identified.   Periodic  changes in the value  of  these  contracts
offset  exchange  rate related changes in the financial  statement
value  of  these balance sheet items.  Forward exchange contracts,
generally  less than three months in duration, are purchased  with
maturities reflecting the expected settlement dates of the balance
sheet items being hedged, and only in amounts sufficient to offset
possible significant currency rate related changes in the recorded
values  of these balance sheet items, which represent a calculable
exposure  for the Company from period to period.  Since this  risk
is   calculable,  and  these  contracts  are  purchased  only   in
offsetting  amounts,  neither  the contracts  themselves  nor  the
exposed  foreign  currency denominated  balance  sheet  items  are
likely  to  have  a significant effect on the Company's  financial
position or results of operations.  The Company does not generally
hedge exposures related to foreign currency denominated assets and
liabilities  that  are  not of an intercompany  nature,  unless  a
significant risk has been identified.  It is possible the  Company
could  incur significant exchange gains or losses in the  case  of
significant,  abnormal fluctuations in a particular currency.   By
policy,  the  Company  is prohibited from market  speculation  via
forward  exchange contracts and therefore does not  take  currency
positions  exceeding its known financial statement exposures,  and
does not otherwise trade in currencies.

At   March  31,  1999,  the  Company's  only  outstanding  forward
contracts  related  to formalized intercompany loans  between  the
Company's  European  subsidiaries  and  are  immaterial   to   the
Company's  current  financial  position.   The  Company   is   not
currently  hedging any of its foreign currency risks in  the  Asia
Pacific  region or its U.S. exposures related to foreign  currency
denominated intercompany loans.

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".
The  national  currencies  of  the  participating  countries  will
continue to exist through July 1, 2002.  Euro currency will  begin
to  circulate  on January 1, 2002.  With respect to  the  Company,
U.S.   and  European  business  systems  are  being  upgraded   to
accommodate the Euro.  Conversion of all financial systems will be
completed  at  various times through the remainder of  1999.   The
Company is prepared to conduct business in Euros during 1999  with
those  customers and vendors who choose to do so.  The Company  is
continuing to evaluate business implications resulting from full Euro
conversion  by  2002, including the impact of  cross-border  price
transparency  within  the EMU and exposure  to  market  risk  with
respect  to financial instruments.  While the Company has not  yet
completed  its  assessment of these business implications  on  its
results  of  operations  or  financial  condition,  it  does   not
anticipate this impact will be material.  The Euro did not have  a
significant impact on the Company's results of operations or  cash
flows in first quarter 1999.

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

The  Company  incurred a pretax loss of  $17.6  million  in  first
quarter  1999  versus  pretax income of  $52.9  million  in  first
quarter  1998.   The  first quarter 1999  loss  generated  no  net
financial  statement tax benefit, as tax expenses in  individually
profitable   international  subsidiaries  offset   available   tax
benefits.   Income  tax  expense for first quarter  1998  resulted
primarily  from  taxes  on  individually profitable  international
subsidiaries and U.S. federal alternative minimum tax.   The  sale
of  the  Solid Edge and Engineering Modeling System product  lines
did not create a significant regular tax liability for the Company
due  to  the  availability of net operating loss carryforwards  to
offset earnings.

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

In  first  quarter 1999, Intergraph Computer Systems  incurred  an
operating  loss  of  $6.7 million on revenues  of  $93.3  million,
compared  to a first quarter 1998 operating loss of $19.6  million
on  revenues  of  $111 million.  ICS's operating loss  improvement
resulted  primarily  from  an increase in  systems  gross  margin.
Additionally,  operating expenses declined  by  approximately  24%
from  the  prior  year period, primarily the result  of  headcount
reductions  in 1998.  During 1998, ICS's headcount was reduced  by
approximately  33%  as  the result of employee  terminations,  the
outsourcing  of manufacturing, and normal attrition.  ICS's  first
quarter  1998  results of operations were significantly  adversely
impacted  by  factors associated with the Company's  dispute  with
Intel,  the effects of which included lost momentum, lost  revenue
and  margin as well as increased operating expenses, primarily for
marketing and public relations expenses.  (See the Company's  Form
10-K  annual  report for the year ended December 31,  1998  for  a
complete description of the Company's dispute with Intel  and  its
effects  on  the operations of ICS and the Company.)  ICS's  first
quarter  1998  margins were also severely impacted by  volume  and
inventory value related manufacturing variances incurred prior  to
the  outsourcing  of its manufacturing to SCI  in  fourth  quarter
1998.  For first quarter 1999, this outsourcing contributed to the
improvement  in  ICS's  systems margins.  However,  systems  gross
margin  remains  insufficient  to cover  the  operating  segment's
current level of operating expenses.

In  first  quarter 1999, Intergraph Public Safety earned operating
income  of $1.9 million on revenues of $21.3 million, compared  to
operating income in first quarter 1998 of $.9 million on  revenues
of  $12.4  million.   Effective January  1,  1999,  the  Utilities
business  of  Intergraph was formally merged into IPS,  increasing
the  operating  segment's  first quarter  revenues  and  operating
income  by $9 million and $1 million, respectively.  First quarter
1998 operating results for the Utilities business are reflected in
the Intergraph Software operating segment.

VeriBest  incurred  operating losses  of  $1.8  million  and  $4.7
million  in the first quarters of 1999 and 1998, respectively,  on
revenues  of $7.5 million and $7.1 million.  Maintenance  revenues
improved by 31% from first quarter 1998, reflecting growth in  the
subsidiary's  installed  software base,  and  total  gross  margin
increased  by  approximately 18 points as the result of  declining
royalty costs.  Operating expenses declined by 18% from the  prior
year period due primarily to restructuring actions taken in fourth
quarter   1998.   Average  employee  headcount  has  declined   by
approximately  9%  from the first quarter  1998  level.   VeriBest
expects  to realize further improvements in its revenues,  margins
and  operating  expenses throughout the remainder of  1999  as  it
continues  to direct its selling efforts toward a newly  developed
line  of  proprietary products and realizes the  benefits  of  its
reduced  headcount  and revised selling strategy  toward  indirect
methods.

In  first  quarter  1999, the Software business  earned  operating
income of $3.4 million on revenues of $122.5 million, compared  to
first quarter 1998 operating income of $.4 million on revenues  of
$140.1  million.  Operating income excludes the impact of  certain
nonrecurring  income and operating expense items  associated  with
Software  operations, including the first quarter 1999 arbitration
settlement accrual of $8.6 million, and in first quarter 1998, the
$102.8 million gain on the sale of the business unit's Solid  Edge
and  Engineering  Modeling System product lines  and  nonrecurring
operating charges of $14.8 million, primarily for asset write-offs
and  employee  terminations.  Operating expenses declined  by  21%
from  the  prior  year  period  due to  reductions  in  headcount,
particularly  in  the sales and marketing area  as  the  operating
segment has reorganized its sales force to align expenses with the
volume  of  revenue  generated.   The  positive  impact  of   this
operating  expense decline was partially offset  by  a  2.3  point
decline  in systems gross margin, primarily the result of the  low
sales volume for the quarter.

In  first  quarter 1999, Federal earned operating income  of  $4.2
million  on revenues of $42.8 million, compared to a first quarter
1998  operating loss of $2.5 million on revenues of $34.2 million.
The improvement from the prior year period resulted primarily from
a  44%  decline  in operating expenses, due in part  to  headcount
decline  and  to an increase in shipbuilding software  development
costs  qualifying for capitalization.  Systems revenues  increased
by  21%  from  the prior year period, resulting  in  a  6.3  point
improvement in systems gross margin.  First quarter 1998  revenues
and  margins  were adversely impacted by weakened demand  for  the
Company's  hardware  product offerings as a result  of  the  Intel
dispute and increasing price competition in the industry.

See  Note  12  of  Notes to Consolidated Financial Statements  for
further explanation of the Company's segment reporting.

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

At  March  31, 1999, cash totaled $91.3 million compared to  $95.5
million  at  December 31, 1998.  Cash provided  by  operations  in
first  quarter  1999  totaled $2.8 million,  compared  to  a  cash
consumption of $5 million in first quarter 1998.

Net  cash generated from investing activities totaled $9.9 million
in  first quarter 1999, compared to a $69.7 million generation  in
first  quarter  1998.   First  quarter 1999  investing  activities
included  $19.9 million in proceeds from the fourth  quarter  1998
sale  of the Company's manufacturing assets.  (See Note 7 of Notes
to   Consolidated  Financial  Statements.)   First  quarter   1998
investing  activities included $102 million in proceeds  from  the
sale  of the Company's Solid Edge and Engineering Modeling  System
product lines and $26.3 million for the purchase of Zydex software
rights.    Other   significant   investing   activities   included
expenditures for capitalizable software development costs of  $4.6
million in first quarter 1999 ($2.5 million in first quarter 1998)
and  capital  expenditures of $2.8 million in first  quarter  1999
($3.7  million  in first quarter 1998), primarily  for  Intergraph
products  used in hardware and software development and sales  and
marketing   activities.    The  Company   expects   that   capital
expenditures  will require $20 to $25 million for  the  full  year
1999, primarily for these same purposes.  The Company's term  loan
and  revolving  credit agreement contains certain restrictions  on
the level of the Company's capital expenditures.

Net  cash  used for financing activities totaled $14.6 million  in
first quarter 1999 and $14.5 million in first quarter 1998.   Both
quarters  included a net repayment of debt of approximately  $15.2
million.

Under  the  Company's January 1997 four year fixed term  loan  and
revolving credit agreement (as amended in October 1998), 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 borrowings
of  $125  million.   The  $25 million term  loan  portion  of  the
agreement  is due at expiration of the agreement.  Borrowings  are
secured  by a pledge of substantially all of the Company's  assets
in  the  U.S.   The rate of interest on all borrowings  under  the
agreement  is  the  greater of 7% or the  Norwest  Bank  Minnesota
National  Association base rate of interest (7.75%  at  March  31,
1999)  plus .625%.  The agreement requires the Company  to  pay  a
facility  fee  at  an  annual rate of .15% of the  maximum  amount
available under the credit line, an unused credit line fee  at  an
annual rate of .25% of the average unused portion of the revolving
credit  line,  and a monthly agency fee.  At March 31,  1999,  the
Company had outstanding borrowings of $25 million (the term loan),
which was classified as long-term debt in the consolidated balance
sheet,  and  an  additional $34.7 million of the available  credit
line  was  allocated to support letters of credit  issued  by  the
Company and the Company's forward exchange contracts.  As of  this
same  date, the borrowing base, representing the maximum available
credit under the line, was approximately $81 million (unchanged at
April 30, 1999).

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.
In  addition,  the agreement includes restrictive  covenants  that
limit   or   prevent  various  business  transactions   (including
repurchases  of  the Company's stock, dividend payments,  mergers,
acquisitions  of or investments in other businesses, and  disposal
of  assets  including  individual  businesses,  subsidiaries,  and
divisions) and limit or prevent certain other business changes.

At  March  31, 1999, the Company had approximately $58 million  in
debt  on  which  interest is charged under various  floating  rate
arrangements,  primarily  under  its  four  year  term  loan   and
revolving  credit  agreement, mortgages, and  an  Australian  term
loan.   The  Company is exposed to market risk of future increases
in  interest  rates  on  these loans, with the  exception  of  the
Australian  term  loan, on which the Company has entered  into  an
interest rate swap agreement.

After several quarters of generating insufficient cash to fund its
operations, the Company has generated positive operating cash flow
for its second consecutive quarter.  The Company expects continued
improvement  in  its  operating cash flows throughout  1999  as  a
result  of improved earnings, the outsourcing of its manufacturing
operations, and other management actions taken in 1998 and 1999 to
reduce  operating costs.  The Company is managing  its  cash  very
closely  and believes that the combination of improved  cash  flow
from  operations, its existing cash balances, and  cash  available
under its revolving credit agreement will be adequate to meet cash
requirements for 1999, including the $12 million payment  made  to
BSI  on April 1, 1999.  (See "Litigation" preceding.)  In the near
term,  however,  the Company must continue to increase  its  sales
volume  and/or align its operating expenses more closely with  the
level  of  revenue being generated if it is to fund its operations
and  build cash reserves without reliance on funds generated  from
asset sales and from external financing.

SUBSEQUENT EVENT
----------------

On  April  15,  1999, the Company completed the sale  of  InterCAP
Graphics  Systems, Inc., a wholly owned subsidiary, to Micrografx,
a  global  provider  of enterprise graphics  software,  for  $12.2
million, consisting of $3.9 million in cash received at closing, a
deferred  payment of $2.5 million due in August 1999, and  a  $5.8
million convertible subordinated debenture due in March 2002.  The
resulting gain on this transaction, expected to be in the range of
$10  to  $12  million,  will be included in the  Company's  second
quarter  1999 operating results.  InterCAP's revenues  and  losses
for  1998  were $4.7 million and $1.1 million, respectively  ($3.6
million  and $1.9 million for 1997).  Assets of the subsidiary  at
December  31, 1998 totaled $1.6 million.  The subsidiary  did  not
have a material effect on the Company's results of operations  for
first quarter 1999.


  Item 3:  Quantitative and Qualitative Disclosures About Market Risk

           The  Company  has  experienced no material  changes  in
           market  risk  exposures that affect  the  quantitative  and
           qualitative disclosures presented in the Company's Form 10-K
           filing for its year ending December 31, 1998.



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

  Item 1:  Legal Proceedings

           The  Company  maintains  an equity  ownership  position  in
           Bentley  Systems, Incorporated ("BSI"), the  developer  and
           owner of MicroStation, a software product utilized in  many
           of  the  Company's software applications and for which  the
           Company  serves  as a nonexclusive distributor.   In  March
           1996,  BSI  commenced arbitration against the Company  with
           the  American  Arbitration Association,  Atlanta,  Georgia,
           relating  to  the respective rights of the companies  under
           their  April  1987  Software License  Agreement  and  other
           matters,   including  the  Company's  alleged  failure   to
           properly  account for and pay to BSI certain  royalties  on
           its   sales   of   BSI  software  products,   and   seeking
           significant  damages.  For further background  information,
           see  the  Company's Form 10-K annual report  for  the  year
           ended December 31, 1998.

           On  March  26,  1999,  the  Company  and  BSI  executed   a
           Settlement  Agreement  and  Mutual  General  Release  ("the
           Agreement")   to  settle  this  arbitration  and   mutually
           release   all   claims  related  to  the   arbitration   or
           otherwise,  except  for a) certain litigation  between  the
           companies  that  is  the subject of a  separate  settlement
           agreement   and  b)  payment  for  products  and   services
           obtained  or  provided  in the normal  course  of  business
           since  January 1, 1999.  Both the Company and BSI expressly
           deny  any  fault, liability, or wrongdoing  concerning  the
           claims that were the subject matter of the arbitration  and
           have  settled  solely to avoid continuing  litigation  with
           each other.

           Under  the terms of the Agreement, the Company on April  1,
           1999 made payment to BSI of $12 million and transferred  to
           BSI  ownership  of  three million of the  shares  of  BSI's
           Class   A   common  stock  owned  by  the   Company.    The
           transferred  shares  were  valued  at  approximately   $3.5
           million  on  the  Company's books.   As  a  result  of  the
           settlement, Intergraph's equity ownership in BSI  has  been
           reduced  to  approximately 33%.  Additionally, the  Company
           had a $1.2 million  net  receivable from  BSI  relating  to
           business  conducted  prior to January  1,  1999  which  was
           written  off  in  connection  with  the  settlement.    See
           Management's   Discussion   and   Analysis   of   Financial
           Condition and Results of Operations and Note 2 of Notes  to
           Consolidated  Financial Statements contained in  this  Form
           10-Q   for  further  discussion  of  the  effects  of  this
           settlement on the Company's financial position, results  of
           operations, and cash flow.


              INTERGRAPH CORPORATION AND SUBSIDIARIES

  Item 6: Exhibits and Reports on Form 8-K

    (a)   Exhibit  10(a), agreement between Intergraph Corporation
          and Green Mountain, Inc., dated April 1, 1999.  *(1)

          Exhibit 27, Financial Data Schedule

         *Denotes   management   contract  or   compensatory   plan,
          contract,  or  arrangement  required  to  be  filed  as  an
          exhibit to this Form 10-Q.

    (b)   There  were  no  reports on Form 8-K  filed  during  the
          quarter ended March 31, 1999.
          

              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 W. Meadlock          By:  /s/ John W. Wilhoite
      -------------------------           ---------------------------      
      James W. Meadlock                   John W. Wilhoite 
      Chairman of the Board and           Executive Vice President
      Chief Executive Officer             and Chief Financial Officer
                                          (Principal Financial and
                                          Accounting Officer)

Date: May 14, 1999                  Date: May 14, 1999