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


                           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, 2000

                                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                   (Zip Code)
  offices)

                           (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:  49,302,572 shares
                 outstanding as of March 31, 2000


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



                      INTERGRAPH CORPORATION
                            FORM 10-Q *
                          March 31, 2000

                               INDEX



                                                                   Page No.
                                                                   --------

PART I.  FINANCIAL INFORMATION
         ---------------------

   Item 1.  Financial Statements


            Consolidated Balance Sheets at March 31,
                2000 and December 31, 1999                             2

            Consolidated Statements of Operations for
                the quarters ended March 31, 2000 and 1999             3

            Consolidated Statements of Cash Flows for
                the quarters ended March 31, 2000 and 1999             4

            Notes to Consolidated Financial Statements               5 - 11

   Item 2.  Management's Discussion and Analysis of
                Financial Condition and Results of Operations       12 - 20

   Item 3.  Quantitative and Qualitative Disclosures
                About Market Risk                                     21


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

   Item 1.  Legal Proceedings                                         22

   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 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 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,
                                            2000          1999
----------------------------------------------------------------------------
(In thousands except share and per share amounts)

Assets
  Cash and cash equivalents               $ 93,412       $ 88,513
  Accounts receivable, net                 237,720        258,768
  Inventories                               30,587         35,918
  Other current assets                      28,266         28,744
----------------------------------------------------------------------------
      Total current assets                 389,985        411,943

  Investments in affiliates                  9,490          9,940
  Other assets                              66,018         68,154
  Property, plant, and equipment, net       82,014         94,907
----------------------------------------------------------------------------
      Total Assets                        $547,507       $584,944
============================================================================

Liabilities and Shareholders' Equity
  Trade accounts payable                  $ 46,030       $ 50,963
  Accrued compensation                      35,301         35,848
  Other accrued expenses                    56,893         71,052
  Billings in excess of sales               59,126         66,051
  Income taxes payable                       7,124          8,175
  Short-term debt and current maturities
    of long-term debt                       12,039         11,547
----------------------------------------------------------------------------
      Total current liabilities            216,513        243,636

  Deferred income taxes                      2,518          2,620
  Long-term debt                            41,661         51,379
  Other noncurrent liabilities              10,596         10,609
----------------------------------------------------------------------------
      Total liabilities                    271,288        308,244
----------------------------------------------------------------------------

  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              216,146        216,943
   Retained earnings                       179,256        178,231
   Accumulated other comprehensive loss -
     cumulative translation adjustment      (7,474)        (5,506)
----------------------------------------------------------------------------
                                           393,664        395,404
   Less - cost of 8,058,790 treasury
     shares at March 31, 2000 and
     8,145,149 treasury shares at
     December 31, 1999                    (117,445)      (118,704)
----------------------------------------------------------------------------
      Total shareholders' equity           276,219        276,700
----------------------------------------------------------------------------
      Total Liabilities and
        Shareholders' Equity              $547,507       $584,944
============================================================================

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,                         2000        1999
----------------------------------------------------------------------------
(In thousands except per share amounts)

Revenues
  Systems                                   $134,338    $167,379
  Maintenance                                 42,308      49,668
  Services                                    22,759      27,563
----------------------------------------------------------------------------
    Total revenues                           199,405     244,610
----------------------------------------------------------------------------

Cost of revenues
  Systems                                     86,091     118,922
  Maintenance                                 22,597      26,035
  Services                                    18,489      20,727
----------------------------------------------------------------------------
    Total cost of revenues                   127,177     165,684
----------------------------------------------------------------------------

    Gross profit                              72,228      78,926

Product development                           13,961      15,553
Sales and marketing                           32,937      43,988
General and administrative                    24,972      25,390
----------------------------------------------------------------------------

    Income (loss) from operations                358     ( 6,005)

Arbitration settlement                           ---     ( 8,562)
Interest expense                              (1,176)    ( 1,416)
Other income (expense) - net                   3,243         508
----------------------------------------------------------------------------

    Income (loss) from continuing
    operations before income taxes             2,425     (15,475)

Income tax expense                             1,400         ---
----------------------------------------------------------------------------

    Income (loss) from continuing operations   1,025     (15,475)

Loss from discontinued operation, net of
  income taxes                                   ---     ( 2,083)
----------------------------------------------------------------------------

    Net income (loss)                       $  1,025    $(17,558)
============================================================================

    Income (loss) per share -
      basic and diluted:

      Continuing operations                 $    .02    $(   .32)
      Discontinued operation                     ---     (   .04)
----------------------------------------------------------------------------

           Net income (loss)                $    .02    $(   .36)
============================================================================

Weighted average shares outstanding
      - basic                                 49,254      48,697
      - diluted                               49,475      48,697
============================================================================

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,                             2000          1999
----------------------------------------------------------------------------
(In thousands)

Cash Provided By (Used For):
Operating Activities:
  Net income (loss)                              $ 1,025      $(17,558)
  Adjustments to reconcile net income (loss) to
  net cash provided by operating activities:
    Depreciation                                   4,198         5,555
    Amortization                                   6,352         6,041
    Arbitration settlement                           ---         8,562
    Net changes in current assets and liabilities (1,587)          181
----------------------------------------------------------------------------
    Net cash provided by operating activities      9,988         2,781
----------------------------------------------------------------------------

Investing Activities:
  Net proceeds from sales of assets                5,821        19,919
  Purchases of property, plant, and equipment     (2,259)      ( 2,752)
  Capitalized software development costs          (5,857)      ( 4,580)
  Business acquisition, net of cash acquired      (1,009)      ( 1,742)
  Other                                           (  402)      (   935)
----------------------------------------------------------------------------
    Net cash provided by (used for) investing
      activities                                  (3,706)        9,910
----------------------------------------------------------------------------

Financing Activities:
  Gross borrowings                                   ---            45
  Debt repayment                                  (  437)      (15,282)
  Proceeds of employee stock purchases and
    exercise of stock options                        462           653
----------------------------------------------------------------------------
    Net cash provided by (used for) financing
      activities                                      25       (14,584)
----------------------------------------------------------------------------
Effect of exchange rate changes on cash           (1,408)      ( 2,313)
----------------------------------------------------------------------------
Net increase (decrease) in cash and cash
  equivalents                                      4,899       ( 4,206)
Cash and cash equivalents at beginning of period  88,513        95,473
----------------------------------------------------------------------------
Cash and cash equivalents at end of period       $93,412      $ 91,267
============================================================================

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,  1999  to  provide
         comparability with the current period presentation.

NOTE 2:  Discontinued Operation.  On October 31, 1999,  the  Company
         sold  its  VeriBest, Inc. operating segment.   Accordingly,
         the  Company's consolidated statement of operations for the
         quarter  ended March 31, 1999 has been restated to  reflect
         VeriBest's  business  as  a  discontinued  operation.   The
         discontinued  operation has not been  presented  separately
         in  the  consolidated  statement  of  cash  flows  for  the
         quarter  ended  March 31, 1999.  Other than  its  operating
         loss  for  the period, the discontinued operation  did  not
         have  a  significant  impact on the Company's  consolidated
         cash flow or financial position.

         For  the quarter ended March 31, 1999, VeriBest incurred  a
         net  loss  of $2,083,000, including a loss from  operations
         of  $1,898,000, on revenues from unaffiliated customers  of
         $7,467,000.

NOTE 3:  Litigation.   As further described in the Company's  Annual
         Report  on Form 10-K for its year ended December 31,  1999,
         the  Company  has extensive ongoing litigation  with  Intel
         Corporation.  See Management's Discussion and  Analysis  of
         Financial Condition and Results of Operations in this  Form
         10-Q  for a discussion of developments during first quarter
         2000.

NOTE 4:  Arbitration  Settlement.  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  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  certain  litigation
         between  the  companies that is the subject of  a  separate
         settlement agreement and payment for products and  services
         obtained or provided in the normal course of business  from
         January  1,  1999.   Both  the Company  and  BSI  expressly
         denied  any fault, liability, or wrongdoing concerning  the
         claims that were the subject matter of the arbitration  and
         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  was  reduced  from
         approximately 50% 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.

         In  first  quarter 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 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 5:  Inventories  are  stated at the lower of  average  cost  or
         market and are summarized as follows:

         -----------------------------------------------------------
                                 March 31,        December 31,
                                   2000                1999
         -----------------------------------------------------------
         (In thousands)

         Raw materials            $10,532             $12,888
         Work-in-process            2,270               5,739
         Finished goods             6,775               5,895
         Service spares            11,010              11,396
         -----------------------------------------------------------
         Totals                   $30,587             $35,918
         ===========================================================

         The Company's December 31, 1999 raw materials and  work-in-
         process  balances  have been restated  to  reflect  certain
         parts  as work-in-process rather than raw materials as  the
         Company  is  no  longer manufacturing or  assembling  these
         products  at its facilities.  Amounts reflected as work-in-
         process  relate primarily to contracts accounted for  under
         the percentage-of-completion method.

NOTE 6:  Property,  plant,  and equipment - net includes  allowances
         for  depreciation of $208,422,000 and $214,219,000 at March
         31, 2000 and December 31, 1999, respectively.

NOTE 7:  In  January  1999,  the Company acquired  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.
         Installment  payments  totaling  $1,009,000  were  made  in
         first   quarter   2000  and  are  included   in   "Business
         acquisition,  net  of  cash  acquired"  in  the   Company's
         consolidated statement of cash flows for the quarter  ended
         March 31, 2000.  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  has  not  had  a  material
         effect on the Company's results of operations.

NOTE 8:  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  and is included in "Net  proceeds  from
         sales  of  assets" in the Company's consolidated  statement
         of cash flows for the quarter ended March 31, 1999.  For  a
         complete  discussion  of  the  SCI  transaction,  see   the
         Company's  Annual Report on Form 10-K for  the  year  ended
         December 31, 1999.

NOTE 9:  During  1998  and  1999,  the Company  implemented  various
         restructuring actions in an effort to restore  the  Company
         to  profitability.   For  a complete  discussion,  see  the
         Company's  Annual Report on Form 10-K for  the  year  ended
         December  31, 1999.  Cash outlays for severance related  to
         these  actions approximated $2,800,000 and $600,000 in  the
         first  quarters  of 2000 and 1999, respectively.  At  March
         31,   2000,  the  total  remaining  accrued  liability  for
         severance  relating  to the 1999 reductions  in  force  was
         approximately    $2,000,000   compared   to   approximately
         $5,000,000  at  December 31, 1999.  These  liabilities  are
         reflected  in  "Other accrued expenses"  in  the  Company's
         consolidated  balance  sheets.   The  related   costs   are
         expected  to be paid over the remainder of 2000 and  relate
         primarily  to severance liabilities in European  countries,
         where   typically   several   months   are   required   for
         settlement.

         Severance  payments to date have been funded from  existing
         cash  balances and from proceeds from the sale of VeriBest.
         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 10: Supplementary cash flow information is  summarized  as
         follows:

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

         ---------------------------------------------------------------
                                  Cash Provided By (Used For) Operations
         Quarter Ended March 31,               2000        1999
         ---------------------------------------------------------------
         (In thousands)

         (Increase) decrease in:
           Accounts receivable, net        $ 18,226     $ 6,377
           Inventories                        5,368      (1,242)
           Other current assets             (   715)     (4,723)
         Increase (decrease) in:
           Trade accounts payable           ( 4,545)     (3,981)
           Accrued  compensation  and
             other accrued  expenses        (12,916)      6,093
           Income taxes payable             (   998)     (  242)
           Billings in excess of sales      ( 6,007)     (2,101)
         -----------------------------------------------------------
         Net  changes in current assets
          and liabilities                  $( 1,587)    $   181
         ===========================================================

         Significant  noncash investing and financing  transactions
         in  first quarter 2000 included the termination of a long-
         term  lease  on  one  of  the Company's  facilities.   The
         Company accounted for this lease as a financing, and  upon
         termination,  long-term debt of $8,300,000  and  property,
         plant,  and equipment of $6,500,000 were removed from  the
         Company's books.  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.

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: The   Company's  operating  segments  are  Intergraph
         Computer  Systems ("ICS"), Intergraph Public  Safety,  Inc.
         ("IPS"),  the Software and Intergraph Government  Solutions
         businesses   (collectively,  the  Software  and  Government
         Solutions  businesses  form what is  termed  "Intergraph"),
         and  Z/I  Imaging Corporation ("Z/I Imaging"), a  60%-owned
         subsidiary   of  the  Company  formed  October   1,   1999.
         Effective  October 31, 1999, the Company sold its  VeriBest
         operating  segment and, accordingly, its operating  results
         are reflected in "Loss from discontinued operation, net  of
         income  taxes" in the Company's consolidated  statement  of
         operations  for the quarter ended March 31, 1999.   Certain
         VeriBest financial information for the quarter ended  March
         31, 1999 is included in Note 2.

         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  3D graphics subsystems.   IPS  develops,
         markets,  and implements systems for the public safety  and
         utilities  industries.  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.  Z/I Imaging supplies
         end-to-end  photogrammetry  solutions  for  front-end  data
         collection to mapping related and engineering markets.

         The   Company   evaluates  performance  of  the   operating
         segments based on revenue and income from operations.   The
         accounting  policies  of the reportable  segments  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,  1999).   Sales between  the  operating
         segments,  the  most  significant of  which  are  sales  of
         hardware  products and maintenance 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, 2000 and 1999.

          -----------------------------------------------------------
                                              Quarter Ended March 31,
                                                  2000         1999
          -----------------------------------------------------------
          (In thousands)


          Revenues
          ICS:
            Unaffiliated customers            $ 42,361     $ 62,177
            Intersegment revenues               16,166       31,148
          -----------------------------------------------------------
                                                58,527       93,325
          -----------------------------------------------------------

          IPS:
            Unaffiliated customers              19,147       20,334
            Intersegment revenues                2,718          957
          -----------------------------------------------------------
                                                21,865       21,291
          -----------------------------------------------------------

          Intergraph Software:
            Unaffiliated customers              91,758      120,715
            Intersegment revenues                2,160        1,830
          -----------------------------------------------------------
                                                93,918      122,545
          -----------------------------------------------------------

          Intergraph Government Solutions:
            Unaffiliated customers              38,201       41,384
            Intersegment revenues                1,141        1,380
          -----------------------------------------------------------
                                                39,342       42,764
          -----------------------------------------------------------

          Z/I Imaging:
            Unaffiliated customers               7,938          ---
            Intersegment revenues                4,132          ---
          -----------------------------------------------------------
                                                12,070          ---
          -----------------------------------------------------------
                                               225,722      279,925
          -----------------------------------------------------------
          Eliminations                         (26,317)     (35,315)
          -----------------------------------------------------------
          Total revenues                      $199,405     $244,610
          ===========================================================

          -----------------------------------------------------------
          Operating income (loss):

          ICS                                  $(4,080)     $(6,667)
          IPS                                    1,454        1,927
          Intergraph Software                    3,495        3,393
          Intergraph Government Solutions        3,430        4,233
          Z/I Imaging                            2,737          ---
          Corporate                             (6,678)      (8,891)
          -----------------------------------------------------------
          Total                                $   358      $(6,005)
          ===========================================================

          Prior  to  October  1999,  a portion  of  the  Z/I  Imaging
          business  was included in the Intergraph Software operating
          segment.   Revenues and operating income for first  quarter
          1999  were  insignificant  to the  Software  segment  as  a
          whole.

          Amounts  included  in the "Corporate"  segment  consist  of
          general   corporate   expenses,   primarily   general   and
          administrative  expenses remaining  after  charges  to  the
          operating    segments   based   on   segment    usage    of
          administrative  services.  Included in  these  amounts  are
          legal  fees of $2,736,000 and $4,282,000 for first  quarter
          2000 and 1999, respectively.

          Not  allocated  to  the segments and not  included  in  the
          analysis  above  is  the  first  quarter  1999  charge   of
          $8,562,000 for an arbitration settlement agreement  reached
          with Bentley Systems, Inc.  (See Note 4.)

          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   2000  and   1999,   the   Company's
          comprehensive  losses  totaled  $943,000  and  $20,816,000,
          respectively.  These comprehensive losses differ  from  net
          income   (loss)   due   to  foreign  currency   translation
          adjustments.

NOTE 14:  In June 1998, the Financial Accounting Standards Board
          ("FASB")   issued   Statement   of   Financial   Accounting
          Standards  No.  133, Accounting for Derivative  Instruments
          and  Hedging  Activities ("SFAS 133"), requiring  companies
          to  recognize  derivatives as either assets or  liabilities
          on  the  balance  sheet and to measure the  instruments  at
          fair   value.    In  July  1999,  the  FASB   delayed   the
          implementation  of this new accounting standard  to  fiscal
          years  beginning  after June 15, 2000 (calendar  year  2001
          for  the  Company).  The Company is evaluating the  effects
          of  adopting SFAS 133 but does not anticipate a significant
          impact  on  its consolidated operating results or financial
          position.

NOTE 15:  In   December  1999,  the  Securities  and   Exchange
          Commission  issued  Staff  Accounting  Bulletin  No.   101,
          Revenue  Recognition in Financial Statements  ("SAB  101"),
          which  provides guidance on the recognition,  presentation,
          and  disclosure  of revenue in financial  statements.   SAB
          101  outlines  basic criteria that must  be  met  prior  to
          recognition  of revenue, including persuasive  evidence  of
          the  existence of an arrangement, the delivery of  products
          and  performance  of  services, a  fixed  and  determinable
          sales  price, and reasonable assurance of collection.   SAB
          101  is  effective for the Company's second  quarter  2000.
          The   Company  is  currently  evaluating  the  effects   of
          adopting  SAB  101 and will record any material  impact  on
          prior  periods  as the cumulative effect  of  a  change  in
          accounting  principle  in  its second  quarter  results  of
          operations.

NOTE 16:  Subsequent  Events.   On April 7,  2000,  the  Company
          signed  an  agreement with 3Dlabs, Inc. Ltd. ("3Dlabs"),  a
          leading   supplier  of  integrated  hardware  and  software
          graphics accelerator solutions for workstations and  design
          professionals,  under  which 3Dlabs  will  acquire  certain
          assets  of  the Intense3D graphics accelerator division  of
          ICS.   Under the terms of the agreement, 3Dlabs will  issue
          approximately  3,700,000 common shares  of  3Dlabs  to  the
          Company  as initial consideration for the acquired  assets,
          with  an  earn-out provision totaling up to  an  additional
          $25,000,000 payable in stock and/or cash at the  option  of
          3Dlabs.   The earn-out will be based on various performance
          measures for the Intense3D operations for the remainder  of
          2000  following the closing of the transaction.  Full  year
          1999   revenue  for  the  Intense3D  division  approximated
          $55,000,000, including approximately $17,000,000  in  sales
          to  other  Intergraph  operating segments,  with  operating
          results  at  an approximate breakeven level.  Approximately
          95  employees of the Company will be employed by 3Dlabs  as
          part  of  the  transaction.   The  acquisition,  which   is
          subject  to  regulatory approval, is expected to  close  by
          the end of second quarter 2000.

          On  April  27,  2000,  the Company  and  BSI  announced  an
          agreement   under  which  BSI  will  acquire   Intergraph's
          MicroStation-based     civil     engineering,     networked
          plotservers, and raster conversion software product  lines,
          and  the  Company  will sell and support  MicroStation  and
          certain  other  BSI  products.  The  agreement,  valued  at
          approximately  $42,000,000 is subject to the  execution  of
          definitive  documents  and  regulatory  approval,  and   is
          expected  to close by the end of third quarter 2000.   Full
          year 1999 revenues for the product lines to be sold to  BSI
          approximated  $35,000,000.  The agreement  will  allow  the
          Company   to  increase  its  focus  on  its  core  vertical
          businesses   and  is  expected  to  improve  the   business
          relationship between the Company and BSI.


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

SUMMARY
-------

Discontinued  Operation. In fourth quarter 1999, the Company  sold
its   VeriBest  operating  segment.  Accordingly,  the   Company's
consolidated statement of operations for the quarter  ended  March
31, 1999 reflects VeriBest's business as a discontinued operation.
Except  where  noted otherwise, the following  discussion  of  the
Company's   results  of  operations  addresses  only  results   of
continuing  operations. The discontinued operation  has  not  been
presented  separately in the consolidated statement of cash  flows
for the quarter ended March 31, 1999 and it is not segregated from
the  related discussions.  Other than its operating loss  for  the
period,  the  discontinued operation did not  have  a  significant
impact  on  the  Company's consolidated  cash  flow  or  financial
position.    See  Note  2  of  Notes  to  Consolidated   Financial
Statements  contained  in this Form 10-Q for summarized  financial
information for the VeriBest operating segment.

Earnings.  In first quarter 2000, the Company earned a net  income
of $.02 per share on revenues of $199.4 million.  In first quarter
1999,  the  Company incurred a loss from continuing operations  of
$.32  per share on revenues of $244.6 million, including  an  $8.6
million  ($.18 per share) charge for settlement of its arbitration
proceedings   with   Bentley  Systems,  Inc.   (See   "Arbitration
Settlement" following.)  First quarter 2000 income from operations
was  $.01 per share versus a $.12 per share loss for first quarter
1999.  The improvement is the result of a 15% decline in operating
expenses.

Remainder of the Year.  The Company expects that the industries in
which  it  competes  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  (Windows  NT)  and
hardware  architecture (Intel) 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.  The Company  has  lost
significant  market share in this generic undifferentiated  market
due  to  the  actions  of Intel.  The Company  has  announced  its
intention to exit the hardware business and is actively engaged in
discussions  with  potential  business  partners  for   Intergraph
Computer  Systems.   The  Company is also  considering  all  other
available  alternatives to help stem the losses in  this  business
unit.   In April 2000, the Company announced an agreement to  sell
the Intense3D graphics accelerator division of ICS to 3Dlabs, Inc.
Ltd.  See "Subsequent Events" following for a complete discussion.

Improvement  in the Company's operating results will  continue  to
depend   on   its   ability  to  accurately  anticipate   customer
requirements   and  technological  trends  and  to   rapidly   and
continuously   develop   and  deliver  new   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,  which  includes  the   creation   and
implementation,  of  unknown  duration,  of  independent  business
units.  In addition, the Company faces significant operational and
financial uncertainty of unknown duration due to its dispute  with
Intel.   To  maintain profitability, the Company must continue  to
align  its  operating expenses with the reduced levels of  revenue
being generated.

Nonrecurring Operating Charges.  During 1998 and 1999, the Company
implemented various restructuring actions in an effort to  restore
the  Company to profitability.  For a complete discussion, see the
Company's  Annual Report on Form 10-K for the year ended  December
31,  1999.   Cash outlays for severance related to  these  actions
approximated $2.8 million and $.6 million in the first quarters of
2000  and  1999,  respectively.  At  March  31,  2000,  the  total
remaining  accrued liability for severance relating  to  the  1999
reductions  in  force  was approximately $2 million,  compared  to
approximately $5 million at December 31, 1999.  These  liabilities
are  reflected  in  "Other  accrued  expenses"  in  the  Company's
consolidated balance sheets.  The related costs are expected to be
paid  over the remainder of 2000 and relate primarily to severance
liabilities in European countries, where typically several  months
are required for settlement.

Severance  payments  to date have been funded from  existing  cash
balances.   For   further  discussion  regarding   the   Company's
liquidity, see "Liquidity and Capital Resources" following.

Litigation.   As further described in the Company's Annual  Report
on  Form 10-K for the year ended December 31, 1999, the Company is
subject  to  certain  risks and uncertainties  and  has  extensive
ongoing    litigation   with   Intel   Corporation.     Litigation
developments during first quarter 2000 are discussed below.

Intel  Litigation.  On June 4, 1999, the U.S. District Court,  the
Northern  District of Alabama, Northeastern Division (the "Alabama
Court") granted the Company's September 15, 1998 motion requesting
summary  adjudication  in  favor of  the  Company  on  its  patent
infringement claims and ruled that Intel has no license to use the
Company's  Clipper patents as Intel had claimed in its motion  for
summary  judgment.    On  October  12,  1999,  the  Alabama  Court
reversed its June 4, 1999 order and dismissed the Company's patent
claims against Intel.  The Company is confident that Intel has  no
license  to use the Clipper patents and believes that the  court's
original decision on this issue was correct.  On October 15, 1999,
the  Company  appealed the Alabama Court's October 12, 1999 order.
Oral argument for this appeal has been scheduled for June 7, 2000.

At  an  oral  hearing held February 25, 2000,  the  Alabama  Court
indicated  that the trial date for this case, previously scheduled
for  June 2000, will be continued.  A formal schedule has not been
entered, but the Company believes it likely that trial may be  re-
scheduled for the summer of 2001.

On  March  10, 2000 the Alabama Court entered an order  dismissing
the  antitrust claims of the Company against Intel, based in  part
upon  a February 17, 2000 decision by the Appeals Court in another
case  (CSU v. Xerox).  The Company considers this dismissal to  be
in  error  and  intends to vigorously pursue  its  antitrust  case
against  Intel.   On  April 26, 2000, the  Company  appealed  this
dismissal  to the United States Court of Appeals for  the  Federal
Circuit.

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.

Arbitration Settlement.  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 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 certain litigation  between
the  companies  that  is  the subject  of  a  separate  settlement
agreement  and  payment  for products  and  services  obtained  or
provided  in the normal course of business from January  1,  1999.
Both the Company and BSI expressly denied any fault, liability, or
wrongdoing concerning the claims that were the subject  matter  of
the  arbitration and 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 was  reduced
from  approximately 50% 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.

In  first quarter 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 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.  The Company successfully completed all  aspects
of  its  Year  2000  readiness program with respect  to  both  its
internal systems and its products.  As of the date of this filing,
the  Company  has encountered no significant Year  2000  problems.
Any  undetected errors or defects in the current product offerings
of  the  Company or its suppliers could result in increased  costs
for the Company and potential litigation over Year 2000 compliance
issues.

The  Company employed no additional resources to complete its Year
2000  readiness program, and as a result, the related costs, which
were funded from operations and expensed as incurred, did not have
a  material  impact  on  its results of  operations  or  financial
condition.   Year  2000  related  changes  in  customer   spending
patterns have not had, and are not anticipated to have, a material
impact on the Company's orders or revenues.

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

Orders.  First quarter systems and services orders totaled  $142.4
million,  down  18%  from  the first quarter  1999  level.   First
quarter 1999 orders included $4 million in orders of the Company's
discontinued  VeriBest operation.  U.S. and  international  orders
declined by 21% and 16%, respectively, from the prior year period.
The U.S. decline is primarily attributable to weakening demand for
the  Company's hardware products reflecting the Company's decision
to  exit this market in the near future, though weakness was noted
in  the Company's software segments as well.  The Company believes
the weakness in software orders is due in part to transitioning to
vertical  units on the software side, but may also  be  indirectly
related  to  the announced exit from the hardware  business.   The
international orders decline was concentrated primarily in Europe,
where  orders declined by approximately 44% from the first quarter
1999  level.   European  orders have been  adversely  affected  by
weakening  demand for the Company's hardware product offerings  as
well  as by the strengthening of the dollar against the currencies
of  that region.  The Company estimates that this strengthening of
the  dollar accounted for approximately 13% of the European orders
decline.

Revenues.   Total  revenues  for first quarter  2000  were  $199.4
million, down approximately 18.5% from first quarter 1999.   Sales
outside  the U.S. represented approximately 53% of total  revenues
in first quarter 2000, up slightly from the first quarter and full
year  1999  levels.  European revenues were 30% of total  revenues
for  first quarter 2000, down from 32% in first quarter  1999  and
31% for the full year 1999.

Systems.   Systems  revenue  for  the  first  quarter  was  $134.3
million,  down  20%  from  the corresponding  prior  year  period.
Factors cited previously as contributing to the decline in  orders
have  also  adversely affected systems revenues,  and  competitive
conditions manifested in declining per unit sales prices  continue
to  adversely  affect the Company's systems revenues  and  margin.
Systems revenues in Europe, the U.S, and the Americas (Canada  and
Latin  America) declined by 28%, 20%, and 17%, respectively,  from
the  first  quarter 1999 level.  Revenues in the Asia Pacific  and
Middle  East  regions  were basically flat  with  the  prior  year
period.   Excluding  the  impact  of  a  stronger  dollar,  European
revenues declined by 22%.

The Company has announced that it will exit the hardware business.
Hardware  revenues for first quarter 2000 were down 37%  from  the
corresponding  prior year period.  Unit sales of workstations  and
servers  were  down  62%, while workstation  and  server  revenues
declined  by 54%, as the average per unit selling price  increased
by  20%.   Software revenues were basically flat  with  the  first
quarter  1999 level.  Significant increases in sales  of  Geomedia
and  Utilities software  were offset by declines in revenues  from
plant  design  and  other  software  products.   Plant  design  is
currently   the   Company's  highest  volume  software   offering,
representing approximately 28% of total software sales  for  first
quarter 2000.

Maintenance.  Revenues from maintenance of Company systems totaled
$42.3  million in first quarter 2000, down 15% from the same prior
year  period.   The  trend  in the industry  toward  lower  priced
products  and  longer  warranty periods has  resulted  in  reduced
levels of maintenance revenue, and the Company believes this trend
will continue in the future.

Services.   Services revenue consists primarily of  revenues  from
Company  provided  training  and  consulting.   Services  revenues
totaled  $22.8  million for the quarter, down 17% from  the  prior
year period, with the largest declines occurring in Europe and  in
the  IPS  Utilities division.  Services are becoming  increasingly
significant  to the Company's business, representing approximately
11%  of  total  revenue for first quarter 2000.   The  Company  is
endeavoring  to  grow  its services business  and  has  redirected
efforts  to  focus increasingly on systems integration.   Revenues
from  these  services,  however,  typically  produce  lower  gross
margins than systems or maintenance revenues.

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

The Company's total gross margin for first quarter 2000 was 36.2%,
up  3.9 points and 4.5 points from the first quarter 1999 and full
year 1999 levels, respectively.

Systems   margin  was  35.9%,  up  6.9  points  and  5.9   points,
respectively,  from  the first quarter 1999  and  full  year  1999
levels,  primarily  due to an increased software  content  in  the
product  as  the Company's hardware revenues continue to  decline.
Additionally,  Z/I  Imaging, a company formed  in  fourth  quarter
1999,  has  had a positive impact on the Company's systems  margin
due to the high margins earned on sales of reconnaissance cameras.
Full  year  1999 systems margin was negatively impacted  by  a  $7
million  inventory  write-off  incurred  in  connection  with  the
Company's  decision to exit the PC and generic server  businesses.
First  quarter  systems margin was down slightly from  the  fourth
quarter 1999 level of 37.3%.

In general, the Company's systems margin may be improved by higher
software  content  in  the  product,  a  weaker  U.S.  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.
Systems  margins  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.   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 margin was 46.6%, down 1 point from first quarter 1999
and  up .6 points from the full year 1999 level.  The decline from
first  quarter 1999 is due primarily to a significant  decline  in
U.S.  and  European revenues without a corresponding reduction  in
costs.   The  Company  continues to monitor its  maintenance  cost
closely  and  has taken certain measures, including reductions  in
headcount, to align these costs with the current level of revenue.
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.

Services  margin was 18.8%, down 6 points from first quarter  1999
and up 2.8 points from the full year 1999 level.  The decline from
the  first quarter 1999 level was due primarily to the decline  in
services   revenue  from  the  prior  year  period.    Significant
fluctuations  in  services revenues and  margins  from  period  to
period are not unusual as the incurrence of costs on certain types
of  service  contracts may not coincide with the   recognition  of
revenue.   For contracts other than those accounted for under  the
percentage-of-completion method, costs are expensed  as  incurred,
with  revenues  recognized either at the end  of  the  performance
period or based on milestones specified in the contract.

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

Operating expenses for first quarter 2000 were $71.9 million, down
15%  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  18%  from first quarter 1999.  Product  development
expense  was  down  10%  from the first  quarter  1999  level  due
primarily  to  declines 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 25% from the corresponding prior  year
period.   Sales  and marketing expenses have declined  across  the
board  due  primarily  to reduction in headcount.   The  Company's
sales and marketing expenses are inherently activity based and can
be  expected  to  fluctuate  with activity  levels.   General  and
administrative  expense was basically flat  with  the  prior  year
period.   A decline in legal fees due to the low level of activity
in the Intel litigation during the quarter was offset by increased
bad debt expenses in the U.S., primarily related to the Intergraph
Government Solutions business.  The Company expects that its legal
expenses  will  continue  to fluctuate  with  the  activity  level
associated  with  the Intel trial. Additionally,  the  Company  is
experiencing a temporary duplication of administrative expenses in
connection with its efforts to verticalize its operating  segments
and   decentralize   portions  of  the   corporate   finance   and
administrative function.  The Company expects that these  expenses
will decline by the end of 2000.

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

Interest expense was $1.2 million for first quarter 2000, compared
to  $1.4  million  for first quarter 1999.  The Company's  average
outstanding  debt has declined in comparison to the first  quarter
1999  level  due  primarily to repayment of borrowings  under  the
Company's revolving credit facility utilizing proceeds from  sales
of  various  businesses  and assets.  See "Liquidity  and  Capital
Resources"  following  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
gains  and  losses, and other miscellaneous items of  nonoperating
income  and expense.  Significant items included in these  amounts
are  gains  on  sales of capital assets of $2.2 million  and  $1.4
million  in  first  quarter 2000 and 1999,  respectively,  a  $1.5
million  gain on termination of a long-term lease in first quarter
2000 (see Note 10), and a foreign exchange loss of $1.7 million in
first quarter 1999.


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 2000, approximately  53%  of
the  Company's  revenues were derived from customers  outside  the
United  States, primarily through subsidiary operations,  compared
to  52%  for  the  full  year  1999.  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.   During
first  quarter 2000, the U.S. dollar strengthened on average  from
its  first  quarter  1999 level, which decreased  reported  dollar
revenues,  orders,  and gross margin, but also decreased  reported
dollar  operating expenses in comparison to the prior year period.
The  Company estimates that this strengthening of the U.S.  dollar
in  its  international markets, primarily in Europe,  reduced  its
first quarter 2000 results of operations by approximately $.02 per
share in comparison to first quarter 1999.

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
possibly 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  December  31,  1999,  the Company's only  outstanding  forward
contracts  related  to formalized intercompany loans  between  the
Company's  European  subsidiaries  and  were  immaterial  to   the
Company's   financial  position.   The  Company  had  no   forward
contracts outstanding at March 31, 2000.

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, and Euro  currency  will
begin  to  circulate  on January 1, 2002.  All  of  the  Company's
financial systems currently accommodate the Euro, and during  1999
and  first quarter 2000, the Company conducted business  in  Euros
with  its  customers  and  vendors who  chose  to  do  so  without
encountering significant problems.  While the Company continues to
evaluate  the  potential  impacts of the common  currency,  it  at
present  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 its European markets.

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

The  Company earned pretax income of $2.4 million in first quarter
2000  versus  a  pretax loss from continuing operations  of  $15.5
million  in  first  quarter 1999.  Income tax  expense  for  first
quarter   2000  resulted  primarily  from  taxes  on  individually
profitable  majority owned subsidiaries.  The first  quarter  1999
loss   from  continuing  operations  generated  no  net  financial
statement  tax benefit, as tax expenses in individually profitable
international  subsidiaries offset available tax benefits.   There
was  no  material  income tax expense or benefit  related  to  the
Company's discontinued operation.

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

In  first  quarter 2000, Intergraph Computer Systems  incurred  an
operating  loss  of  $4.1 million on revenues  of  $58.5  million,
compared to a first quarter 1999 operating loss of $6.7 million on
revenues  of  $93.3  million.   ICS's operating  loss  improvement
resulted primarily from a 39% decline in operating expenses as the
result  of  headcount reductions achieved in 1999.   During  1999,
ICS's headcount was reduced by approximately 35% as the result  of
employee  terminations and attrition, with  the  majority  of  the
reductions  occurring  in the sales and  marketing  area.   Though
total  revenues declined by 37%, ICS's gross margin  has  remained
relatively flat with the first quarter 1999 level at approximately
15%.   The  ICS business has been significantly adversely impacted
by  factors  associated with the dispute  with  Intel.   (See  the
Company's  Annual Report on Form 10-K for the year ended  December
31,  1999 for a complete discussion of the Company's dispute  with
Intel  and  its effects on the operations of ICS and the Company.)
The  Company  has  announced its intention to  exit  the  hardware
business  and  is actively engaged in discussions  with  potential
business  partners for ICS.  The Company is also  considering  all
other  available  alternatives to help stem  the  losses  in  this
business  unit.  In April 2000, the Company announced an agreement
to  sell  the Intense3D graphics accelerator division  of  ICS  to
3Dlabs,  Inc.  Ltd.   See  "Subsequent  Events"  following  for  a
complete discussion.

In  first  quarter 2000, Intergraph Public Safety earned operating
income of $1.5 million on revenues of $21.9 million, compared to a
first quarter 1999 operating income of $1.9 million on revenues of
$21.3  million.    Improvements  in  the  segment's  systems   and
maintenance margins were offset by a decline in services  margins,
due  primarily to a 15% decline in services revenue from the first
quarter 1999 level, and a 28% increase in operating expenses.  The
Utilities   division  of  IPS  has  increased  its  headcount   by
approximately 34% from the first quarter 1999 level, primarily  in
the  product development and marketing areas.  First quarter  2000
was  a  record bookings quarter for IPS with systems and  services
orders totaling $24.3 million.  However, most of these orders were
not  received until late in the quarter and as such, they did  not
impact first quarter revenues.  The Company expects improvement in
IPS's second quarter revenues and operating results as a result of
the significant first quarter bookings.

In  first  quarter  2000, the Software business  earned  operating
income of $3.5 million on revenues of $93.9 million, compared to a
first quarter 1999 operating income of $3.4 million on revenues of
$122.5  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.  The impact of the 23% decline
in revenues was offset by a 23% decline in operating expenses from
the  first  quarter 1999 level.  During 1999, the segment  reduced
and  reorganized its sales force to align expenses with the  lower
volume  of  revenue being generated.  Total gross margin  remained
flat   with   the   corresponding  prior  year  period   at   40%.
Improvements  in  systems  margins  were  offset  by  declines  in
maintenance and services margins.

In  first  quarter  2000, Intergraph Government  Solutions  earned
operating  income  of $3.4 million on revenues of  $39.3  million,
compared to a first quarter 1999 operating income of $4.2  million
on  revenues  of $42.8 million.  Though revenues declined  by  8%,
total  gross margin improved by 5.6 points from the first  quarter
1999  level  to  28.1%,  due  primarily  to  improvements  in  the
segment's systems margin.  This improvement was offset  by  a  41%
increase in the segment's operating expenses, primarily the result
of  an  increase in bad debt expenses from the corresponding prior
year period.

In first quarter 2000, Z/I Imaging earned operating income of $2.7
million  on  revenues  of $12.1 million. This  was  the  segment's
second  full quarter of operations since its inception on  October
1,  1999.   Prior to October 1999, a portion of this business  was
included  in  the  Intergraph  Software  operating  segment.   The
Company  believes revenues and operating income for first  quarter
1999  were  insignificant  to the Software  segment  as  a  whole.
Revenues were higher than expected for the first quarter  2000  as
sales  of reconnaissance cameras were strong.  Total gross  margin
for  the  quarter was 52%, reflecting the high margins  earned  on
software as well as on sales of reconnaissance cameras.

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, 2000, cash totaled $93.4 million compared to  $88.5
million  at  December 31, 1999.  Cash provided  by  operations  in
first quarter 2000 totaled $10 million compared to $2.8 million in
first quarter 1999.

Net  cash  used for investing activities totaled $3.7  million  in
first quarter 2000, compared to a $9.9 million generation of  cash
in  first  quarter 1999.  First quarter 2000 investing  activities
included  $5.8  million in proceeds from sales of various  assets,
primarily  property,  plant, and equipment.   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 8 of Notes to Consolidated Financial Statements.)  Other
significant  investing activities in first quarter  2000  included
expenditures for capitalizable software development costs of  $5.9
million   ($4.6  million  in  first  quarter  1999)  and   capital
expenditures of $2.3 million ($2.8 million in first quarter 1999),
primarily  for Intergraph products used in hardware  and  software
development  and  sales  and marketing  activities.   The  Company
expects  that capital expenditures will require $10 to $20 million
for  the  full year 2000, 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,  including  a  net  repayment  of  debt   of
approximately  $15.2  million.   Financing  cash  flows  in  first
quarter 2000 were not significant.

Under  the  Company's January 1997 six year fixed  term  loan  and
revolving credit agreement, 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 $100 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. and  certain
international receivables.  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 (9% at  March
31,  2000)  plus .625%.  The amended agreement contains provisions
which  will lower the interest rate upon achievement of  sustained
profitability by the Company.  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 .25% of the average unused portion of the revolving
credit  line,  and a monthly agency fee.  At March 31,  2000,  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 $24.8 million of the available  credit
line was allocated to support the Company's letters of credit  and
forward  exchange contracts.  As of this same date, the  borrowing
base,  representing the maximum available credit under  the  line,
was  approximately  $72.7 million.  Effective  May  1,  2000,  the
maximum  availability under the credit line was reduced from  $100
million to $80 million to align the facility more closely with the
Company's current borrowing base.

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  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 without approval.    The  amended
agreement  has  reduced the Company's net worth covenant  to  $216
million  at  March 31, 2000, with a subsequent reduction  to  $200
million  at  June  30, 2000.  Additionally, the amended  agreement
requires the Company to retain, pending a return to profitability,
the  services of an investment banking firm to advise the  Company
regarding potential partnering arrangements and other alternatives
for its computer hardware business.

At  March  31, 2000, the Company had approximately $52 million  in
debt  on  which  interest is charged under various  floating  rate
arrangements,  primarily  its six 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.

The  Company  has generated positive operating cash flow  for  its
second  consecutive  quarter, primarily  the  result  of  improved
accounts  receivable collections and operating  expense  declines.
The  Company expects to sustain this improvement in its  operating
cash flows throughout 2000 as a result of headcount reductions and
other  expense savings actions taken during 1999.  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 amended revolving credit  agreement
will be adequate to meet cash requirements for 2000.  However, the
Company  must  continue to align its operating expenses  with  the
reduced  levels of revenue being generated if it is  to  fund  its
operations and build cash reserves without reliance on funds  from
external  financing.  For the longer term, the Company anticipates
no significant operating issues that will require the use of cash,
and  correspondingly  the adequacy of its cash  reserves  will  be
dependent on improvement in its operating results.

SUBSEQUENT EVENTS
-----------------

On  April  7,  2000, the Company signed an agreement with  3Dlabs,
Inc.  Ltd.  ("3Dlabs"), a leading supplier of integrated  hardware
and  software graphics accelerator solutions for workstations  and
design  professionals,  under which 3Dlabs  will  acquire  certain
assets  of  the  Intense3D graphics accelerator division  of  ICS.
Under  the terms of the agreement, 3Dlabs will issue approximately
3.7  million  common  shares of 3Dlabs to the Company  as  initial
consideration for the acquired assets, with an earn-out  provision
totaling up to an additional $25 million, payable in stock  and/or
cash  at  the  option of 3Dlabs.  The earn-out will  be  based  on
various performance measures for the Intense3D operations for  the
remainder of 2000 following the closing of the transaction.   Full
year  1999  revenue  for the Intense3D division  approximated  $55
million,  including approximately $17 million in  sales  to  other
Intergraph  operating  segments,  with  operating  results  at  an
approximate  breakeven level.  Approximately 95 employees  of  the
Company  will  be  employed by 3Dlabs as part of the  transaction.
The  acquisition,  which  is subject to  regulatory  approval,  is
expected to close by the end of second quarter 2000.

On  April  27,  2000, the Company and BSI announced  an  agreement
under which BSI will acquire Intergraph's MicroStation-based civil
engineering, networked plotservers, and raster conversion software
product  lines, and the Company will sell and support MicroStation
and  certain  other  BSI  products.   The  agreement,  valued   at
approximately  $42  million,  is  subject  to  the  execution   of
definitive  documents and regulatory approval, and is expected  to
close  by  the end of third quarter 2000.  Full year 1999 revenues
for  the product lines to be sold to BSI approximated $35 million.
The  agreement will allow the Company to increase its focus on its
core  vertical businesses and is expected to improve the  business
relationship between the Company and BSI.


 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, 1999.



              INTERGRAPH CORPORATION AND SUBSIDIARIES

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

 Item 1:  Legal Proceedings
          -----------------

          On  June  4,  1999, the U.S. District Court,  the  Northern
          District  of  Alabama, Northeastern Division (the  "Alabama
          Court")  granted  the Company's September 15,  1998  motion
          requesting summary adjudication in favor of the Company  on
          its patent infringement claims and ruled that Intel has  no
          license  to use the Company's Clipper patents as Intel  had
          claimed  in  its motion for summary judgment.   On  October
          12,  1999,  the  Alabama Court reversed its  June  4,  1999
          order  and  dismissed the Company's patent  claims  against
          Intel.   The Company is confident that Intel has no license
          to  use  the Clipper patents and believes that the  court's
          original  decision on this issue was correct.   On  October
          15,  1999, the Company appealed the Alabama Court's October
          12,  1999  order.  Oral argument for this appeal  has  been
          scheduled for June 7, 2000.

          At  an  oral  hearing held February 25, 2000,  the  Alabama
          Court   indicated  that  the  trial  date  for  this  case,
          previously scheduled for June, 2000, will be continued.   A
          formal  schedule  has  not been entered,  but  the  Company
          believes it likely that trial may be re-scheduled  for  the
          summer of 2001.

          On  March  10,  2000  the Alabama Court  entered  an  order
          dismissing  the  antitrust claims of  the  Company  against
          Intel,  based in part upon a February 17, 2000 decision  by
          the  Appeals  Court in another case (CSU  v.  Xerox).   The
          Company  considers  this  dismissal  to  be  in  error  and
          intends  to  vigorously pursue its antitrust  case  against
          Intel.   On  April  26,  2000, the  Company  appealed  this
          dismissal  to  the United States Court of Appeals  for  the
          Federal Circuit.

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

     (a)  Exhibit 27, Financial Data Schedule

     (b)  There  were  no  reports on Form 8-K  filed  during  the
          quarter ended March 31, 2000.


              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/ John W. Wilhoite
       -----------------------                     --------------------
       James F. Taylor Jr.                         John W. Wilhoite
       Chief Executive Officer                     Executive Vice President
                                                   and Chief Financial Officer
                                                   (Principal Financial and
                                                   Accounting Officer)

Date:  May 12, 2000                         Date:  May 12, 2000