===================================================================== 
                                  
                            UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                                  
                              FORM 10-K
                                  
        [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934

             For the fiscal year ended December 31, 1998
                                  
                                 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)

  Registrant's telephone number, including area code: (256) 730-2000
                                                      --------------

  Securities registered pursuant to Section 12(b) of the Act:  None

  Securities registered pursuant to Section 12(g) of the Act:

               Common Stock, par value $0.10 per share
               ---------------------------------------
                          (Title of Class)
                                  
   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

  Indicate by check mark if disclosure of delinquent filers pursuant
to  Item 405 of Regulation S-K is not contained herein, and will not
be  contained, to the best of registrant's knowledge, in  definitive
proxy  or information statements incorporated by reference  in  Part
III of this Form 10-K or any amendment to this Form 10-K.  (   )

  As of January 31, 1999, there were 48,690,820 shares of Intergraph
Corporation Common Stock $0.10 par value outstanding.  The aggregate
market  value  of  the  voting stock held by  nonaffiliates  of  the
registrant was approximately $231,974,000 based on the closing  sale
price  of  such  stock as reported by NASDAQ on  January  29,  1999,
assuming that all shares beneficially held by executive officers and
members  of the registrant's Board of Directors are shares owned  by
"affiliates,"  a  status  which each of the executive  officers  and
directors individually disclaims.

                 DOCUMENTS INCORPORATED BY REFERENCE
                                  
    Documents                                      Form 10-K Reference
    ---------                                      -------------------

    Portions of the Annual Report to Shareholders
      for the year ended December 31, 1998         Part I, Part II, Part IV

    Portions of the Proxy Statement for the 
      May 13, 1999 Annual Shareholders' Meeting    Part III

                                  
                             PART I


ITEM 1.   BUSINESS

Overview

   Intergraph Corporation (the "Company"), founded in 1969, is  a
vendor  of  enterprise computing solutions,  including  hardware,
software,   consulting  and  support  services,  for   technical,
creative,  and information technology (IT) professionals  working
in a variety of industry sectors and government.

   The Company offers open, industry standard technical solutions
for  the  enterprise, including Microsoft Corporation's  Windows-
based    software,   Intel   Corporation's   microprocessor-based
hardware,  and  related  services to  meet  engineering,  design,
modeling,  analysis, mapping, IT, and creative  computing  needs.
The  Company's products are sold through industry-focused  direct
and  indirect channels worldwide, with United States and European
revenues  representing approximately 80% of  total  revenues  for
1998.

Background

   Until  the mid 1990s, the unique demands of high end technical
computing    required   tremendous   processing   and    graphics
capabilities   that  could  only  be  performed   using   reduced
instruction  set  computing  (RISC)  workstations  for  the  UNIX
operating system.  These systems cost considerably more than  the
Intel  microprocessor-powered/Microsoft Windows-based PCs  widely
used  today  for  word processing, spreadsheets, and  other  less
demanding applications.

   In 1992, the Company began evaluation of a transition from its
own  Clipper RISC microprocessor to the Intel microprocessor  and
from  the UNIX operating system to Microsoft's Windows NT,  a  32
bit  operating  system powerful enough to run both technical  and
business applications on a less expensive hardware platform.   In
late   1992,  the  Company  concluded  that  systems  with  Intel
microprocessors  and  Windows  operating  systems  would   become
capable  of  supporting high end computing and  other  enterprise
wide  computing environments, while at the same time  maintaining
interoperability with existing UNIX-based systems.  The  Company,
therefore,  chose  to  migrate  products  from  its  own  Clipper
microprocessor to Intel's and from the UNIX operating  system  to
Windows  NT.  This decision, in effect, expanded the availability
of  the  Company's  workstations  and  software  applications  to
Windows-based computing environments not previously addressed  by
the Company.  It also allowed the Company's software applications
to  operate on a variety of other hardware architectures provided
by  vendors using the Windows NT operating system.  Prior to this
decision,   the   Company's   software   applications    operated
principally on its proprietary hardware platforms.

   At  the  end  of  1994,  the  Company  completed  a  two-year
development effort to port its technical software applications to
the Windows NT operating system, and to make Windows NT available
on all of its workstations.  Sales of Windows-based software grew
to  represent 48% of software revenues in 1994, 70% in 1995,  78%
in 1996, 87% in 1997, and 90% in 1998.

   The  Company  ceased  development  of  its  own  Clipper  RISC
microprocessor  at  the  end  of  1993  and  made  a  substantial
investment   in  the  redesign  of  its  hardware  platform   for
utilization of Intel's microprocessor.  The Company chose to  use
only  Intel  microprocessors and to focus its efforts  and  image
creation  toward  its core capabilities, specifically  very  high
performance  computational  and 3D graphics  capabilities.   This
high-end  market  place  in  the  Windows  NT  operating   system
environment is supported only by Intel products.  The  transition
from  its proprietary hardware architecture to that of Intel  was
substantially completed during 1994.  Intel-based systems grew to
represent  74% of hardware unit sales in 1994, 95% in  1995,  and
approximately  100%  in 1996, 1997 and 1998.  See  "Manufacturing
and  Sources  of Supply" and Item 3, Legal Proceedings, following
for  discussion of litigation between the Company and Intel,  and
Management's  Discussion and Analysis of Financial Condition  and
Results  of  Operations  contained in the Company's  1998  annual
report,  portions of which are incorporated by reference in  this
Form  10-K annual report, for discussion of effects of the  Intel
dispute on operating results of the Company.

   Reflecting  a  trend toward outsourcing in  the  industry,  on
November  13, 1998, the Company completed a transaction with  SCI
Technology, Inc. (SCI), a wholly owned subsidiary of SCI Systems,
Inc., pursuant to which the Company sold substantially all of its
U.S.  manufacturing inventory and assets to SCI, and SCI  assumed
responsibility  for  manufacturing of substantially  all  of  the
Company's  hardware products.  In addition, the Company  licensed
certain  related intellectual property to SCI, and  SCI  employed
approximately 300 of the Company's manufacturing employees.   For
a  complete  description of the SCI transaction, see Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations  contained  in  the  Company's  1998  annual   report,
portions of which are incorporated by reference in this Form 10-K
annual report.

   Significant  contingencies  related  to  the  SCI  transaction
include  the right of SCI to return to the Company any  inventory
included  in  the  initial  sale  that  proves  unusable  in  the
manufacturing of current products, the ability of the Company  to
obtain  most  favorable pricing for products purchased  from  SCI
through  higher  volumes,  and the  ability  of  the  Company  to
accurately forecast its requirements of SCI.

   The  Company  expects to benefit from its outsourcing  to  SCI
through  lower  employee headcount and lower per unit  costs  for
materials  and  overhead expenses, both of which  should  improve
earnings and cash flow.  Outsourcing will also allow Intergraph
Computer Systems, the Company's hardware business unit, to focus
on  its  core competencies of graphics, workstations, and systems
integration.   However, the Company retains the  risk  associated
with  inventory excess and obsolescence, defined in the agreement
as  any component or material in SCI's inventory for more than 60
days  and  which  is  in excess of demand  as  reflected  in  the
Company's  six month forecast, if not mitigated by SCI  with  the
vendor.   The  Company  has the option to  either  purchase  this
inventory from SCI or authorize SCI to obtain liquidation  offers
from third parties.

   Currently, the Company, through its Intergraph Computer Systems
business unit, markets and sells a complete line of workstations,
personal  computers (PCs), and servers based on Intel's  Pentium,
Pentium Pro, Pentium II and Pentium III Xeon microprocessors  and
the  Windows  NT  operating system.  The Company's Intel/Windows-
based  solutions  include low to high-end workstations  and  PCs,
servers,    software   applications,   peripherals,   consulting,
networking,  system  migration,  training,  and  maintenance  and
support  services.   Depending  upon  user  requirements,   these
products  and services can be provided as point solutions  or  as
integrated,   complete  solutions  that  include  all   necessary
hardware, software, and support services.

   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  or  are  adopting
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.

   In   terms   of   broad   market  segments,   the   Company's
mapping/geographic        information         systems         and
architecture/engineering/construction    product     applications
continue  to  dominate the Company's product mix at approximately
47%  and  19%  of  total  systems sales  in  1998,  respectively,
compared  to 57% and 27%, respectively, in 1997.  In March  1998,
the  Company sold its Solid Edge and Engineering Modeling  System
product  lines  to  Electronic Data Systems Corporation  and  its
Unigraphics Solutions, Inc. subsidiary.  As a result,  mechanical
design,  engineering  and manufacturing  applications  no  longer
represent  a  significant portion of the Company's  product  mix.
These  applications  represented 14% of total  systems  sales  in
1997.   For  further  information regarding  the  sale  of  these
product  lines,  see  Management's  Discussion  and  Analysis  of
Financial  Condition and Results of Operations contained  in  the
Company's  1998 annual report, portions of which are incorporated
by reference in this Form 10-K annual report.

Business Entities

   Effective  January 1, 1998, the Company divided  its  business
into four separate units for operational and management purposes:
Intergraph Computer Systems (ICS), Intergraph Public Safety, Inc.
(IPS),  VeriBest,  Inc.,  and the Software  and  Federal  Systems
business (Intergraph).  The Company believes  that this   
business  structure  provides  greater  focus  and   clear
accountability  for each as a business enterprise.   For  further
information regarding the Company's operating segments, including
financial  information for 1998, see Management's Discussion  and
Analysis  of  Financial Condition and Results of  Operations  and
Note  11  of Notes to Consolidated Financial Statements contained
in  the  Company's  1998  annual report, which  are  incorporated
herein by reference.

Intergraph Computer Systems
---------------------------
   In  January  1998,  Intergraph  Computer  Systems  (ICS)  was
established   as  a  wholly-owned  subsidiary  of  the   Company.
Headquartered   in   Huntsville,  Alabama   with   a   staff   of
approximately 1,200 people worldwide, ICS develops  and  supplies
high performance Intel/Windows NT-based graphics workstations and
PCs, servers, and 3D graphics subsystems.

   Intergraph  Computer Systems is comprised  of  three  business
units:  Visual  Computing, Intense3D, and  Enterprise  Solutions.
Visual  Computing develops and supplies high performance  Windows
NT-based graphics solutions for creative professionals in markets
that   include  publishing  and  prepress,  digital  media,   and
production  broadcasting.  Intense3D develops and supplies  state
of  the  art  three  dimensional  graphics  subsystems  to  major
workstation OEMs, including the Visual Computing business unit of
ICS.   Enterprise  Solutions  provides  Intel/Windows-based  PCs,
workstations,   and  servers  for  enterprise  computing,   other
hardware products, and enterprise service solutions that  include
networking  solutions, firewalls, installation packages,  systems
management solutions, consulting, training, and support.

   Visual  Computing offers workstation products for a  range  of
users.   TDZ 3D graphics workstations offer animators, mechanical
CAD   designers,  and  other  graphics  professionals  high  end,
industry   standard  graphics  and  computing  power   on   price
competitive Pentium II-based systems running Windows NT.  StudioZ
workstations are Pentium II/Windows NT-based systems for creating
computer  generated images and digital betacam quality video  for
the  entertainment and broadcast markets.  ExtremeZ  2D  graphics
workstations  are  Pentium  II-based  systems  for  prepress  and
publishing  professionals.  All computer systems  offer  numerous
options  that permit customers to select systems that meet  their
unique   needs,  including  a  selection  of  display   monitors,
upgradeable memory, and specialized peripherals.

   Intense3D  provides  high-performance,  Windows  NT-based  3D
graphics  accelerators for visualization,  CAD,  digital  content
creation,  virtual reality, and simulation software applications.
Options  include  a  complete  range  of  Intense3D  Wildcat  and
Intense3D Pro accelerators for mainstream 3D applications  up  to
the most demanding creative and technical applications.

   Enterprise  Solutions' product and service  offerings  include
Intel/Windows-based PCs, workstations, servers, fully  integrated
optical  disk  products, backup solutions, firewalls,  networking
and   system   management  solutions,  as  well  as   consulting,
installation  packages, rapid application  deployment  solutions,
and   Microsoft   training.   Depending  on  user   requirements,
Enterprise  Solutions' products and services can be  provided  as
point  solutions  or  as integrated solutions  that  include  all
necessary  hardware,  software,  and  support  services  for   an
enterprise.

   Intergraph  Computer  Systems  also  offers  special  purpose
peripherals  such  as disk and tape drives, printers,  and  other
devices  which may be manufactured in house or sold  as  original
equipment from third parties.

Intergraph Public Safety, Inc.
------------------------------
   In  January  1997, Intergraph Public Safety,  Inc.  (IPS)  was
established   as  a  wholly-owned  subsidiary  of  the   Company.
Headquartered in Huntsville, Alabama, IPS provides  total  public
safety  solutions  on  a  global basis.   IPS  solutions  include
computer  hardware  and software systems, training,  maintenance,
customer support, and outsourcing services.

   On  January 1, 1999, the Utilities business of Intergraph  was
formally  merged  into  IPS, increasing  the  subsidiary's  total
headcount  to approximately 660 people worldwide.  IPS's  popular
dispatch  technology  is  a  complementary  application  to   the
Utilities  mainstream geospatial products, such as  ActiveFRAMME.
By  linking  the  two,  the Company is responding  to  utilities'
increased  demand for a total solution that integrates AM/FM/GIS,
outage  management  and computer-aided dispatch.   The  Utilities
business  will  continue to further develop  the  Company's  core
geospatial offerings, while collaboration with Intergraph  Public
Safety  will  augment  those offerings by  adding  computer-aided
dispatch and outage management components.

   IPS  utility  solutions assist companies in the management  of
customer  centric  geographic  information  systems  (GIS)   data
containing   all  the  information  necessary  for   distributing
electricity  or gas, tracking distribution, and managing  service
disruptions.   IPS's  geospatial  resource  management   solution
spatially  enables  this  data, integrating  operational  support
systems  such as outage analysis, providing real time information
for  customer  service,  and  increasing  operational  efficiency
enterprisewide.   Utility  solutions  offered  by   IPS   include
engineering design and facilities management, technical  document
workflow  and  archiving,  mobile computing  and  field  support,
outage management, spatial data analysis and data warehouse,  and
real time display facility analysis.

   The  merger allows the Utilities group to focus expertise  and
resources  in  three strategic industry sectors:  electric;  gas,
water and pipeline; and telecommunications.  Sales, marketing and
project  services  efforts  are vertically  focused  along  these
segment lines.

   IPS  public safety develops, markets, and implements computer-
based  solutions  for emergency medical and  rescue  units,  fire
departments,  law  enforcement organizations,  and  other  public
safety agencies around the world.  Other industries utilizing IPS
solutions  include automobile clubs for roadside assistance,  and
airports, campuses, and military bases for security systems.

   IPS's   public   safety  strategy  is  to  provide   products
representing a complete solution for public safety agencies.  All
IPS  products  are  designed to participate in  a  comprehensive,
integrated  public  safety information  system.   These  products
include  computer-aided dispatch, police,  fire,  and  emergency
management  systems, records management systems, jail  management
systems,  civil  process  and mug shot systems,  mobile  computer
systems, integrated radio and telephony solutions, interfaces  to
alarm   systems,   management  information   reporting   systems,
personnel rostering systems, and training management systems.

   The  foundation product for IPS is its computer-aided dispatch
system.   This product fully integrates interactive,  intelligent
mapping  with dispatching, records management, and state  of  the
art   communications  capabilities.   Designed  specifically   to
support command and control operations, the system is composed of
high  performance  graphics workstations and  software.   Records
management is enhanced by a database that includes geographic map
information  as  well as address, incident history,  and  traffic
pattern data.

   IPS solutions are Intel processor/Windows NT-based and rely on
Oracle  Corporation's  relational  databases.   By  incorporating
industry standard hardware and software with its products, IPS is
able  to  provide  customers with the best price and  performance
features  available.   IPS  distributes  its  products  worldwide
through direct and indirect sales channels.  IPS distributes  its
Utilities  products  directly in  the  U.S.   Outside  the  U.S.,
Utilities  products  are sold through the Intergraph  Corporation
distribution channels.

VeriBest, Inc.
--------------
   In  January 1996, VeriBest, Inc. was established as a  wholly-
owned  subsidiary of the Company.  VeriBest employs  a  staff  of
approximately  270 people worldwide, with concentrations  at  its
corporate  headquarters  in  Boulder,  Colorado  and  development
centers in Huntsville, Alabama and Mountain View, California.

   VeriBest  serves  the  electronics design  automation  market,
providing software design tools, design processes, and consulting
services  for  developers  of  electronic  systems.   The   first
electronic design automation (EDA) company to port its  tools  to
Windows NT and fully support computer-aided-engineering/computer-
aided-design/printed  circuit board tools  in  the  Intel/Windows
environment,  VeriBest  provides  its  electronic  system  design
solutions   to  the  computer,  telecommunications,   automotive,
industrial control, and consumer industries.

   VeriBest's  core  competencies  include  analog  and  digital
simulation,   signal  integrity,  printed  circuit  board   (PCB)
implementation,  and  enterprisewide  design  data  and   process
management,   and   full   FPGA/PLD  design   support   including
integration   with  logic  synthesis  tools  from  Synopsys   and
Synplicity.   These  core  competencies are  focused  on  several
current  market trends: the switch from point tools to integrated
tools  suites,  the switch to hardware description languages  for
FPGA   and   PLD   design,  very  high   speed   PCB's   in   the
telecommunications and computer market segments, and the adoption
of   Windows   NT  as  a  workstation  class  operating   system.
Integration  is particularly important because it  increases  the
efficiency   of   the   product   development   process,    which
substantially  improves  the  customer's  ability  to  get  their
products  to  market.   To  further improve  customer's  time  to
market,  VeriBest  offers consulting services  to  customize  the
product   design  process  for  each  customer's  unique  product
development needs and enterprise data management philosophy.

   VeriBest distributes its products worldwide through  a  direct
sales channel, telesales, value added resellers, e-commerce  (the
Web),   and   through   original  equipment  manufacturer   (OEM)
arrangements.   VeriBest's  multi-level  distribution   strategy,
started in 1997, was enhanced by two events that occurred at  the
end of 1998.  In December 1998, VeriBest shipped new versions  of
all of its products.  This release of software, some two years in
the   making,  allows  VeriBest  to  more  efficiently  sell  its
technology  at  multiple price points through multiple  channels.
In  November of 1998 it was announced that the FPGA vendor  Actel
had  selected VeriBest as the source from which it  would  OEM  a
full  tool suite for the design of its high performance FPGA  and
PLD  silicon products.  The addition of the Actel installed  base
is  expected  to substantially enhance the over 18,000  seats  of
VeriBest software currently installed around the world.

Intergraph
----------
   Intergraph develops, markets, and supports technical solutions
for  the  enterprise, including open, interdisciplinary  software
applications, specialized industry specific hardware, consulting,
and   support  services.   Intergraph  provides  these   business
solutions  to  three  primary industries: process  and  building,
mapping  and geoengineering (including transportation  and  state
and local governments), and federal government.

   Intergraph's  principal  software applications  are  based  on
Microsoft  Windows,  including  operating  systems,  architecture
components,  and development environments.  This open  technology
foundation  enables  Intergraph's software to  interoperate  with
thousands  of  third-party Windows-based technical  and  business
applications  as  well  as  with  UNIX-based  applications.    An
additional  graphics foundation used by the Company  for  certain
Intergraph software applications is MicroStation, software  owned
by Bentley Systems, Inc., an approximately 50%-owned affiliate of
the  Company.  MicroStation provides fundamental graphics element
creation,  maintenance, and display functions for  the  Company's
UNIX-  and Intel-based workstations.  In 1998, MicroStation sales
represented  approximately  8% of the  Company's  total  software
revenue.    See   Item   3,  Legal  Proceedings,  following   and
Management's  Discussion and Analysis of Financial Condition  and
Results  of  Operations  and Note 12  of  Notes  to  Consolidated
Financial  Statements  contained in  the  Company's  1998  annual
report,  portions of which are incorporated by reference in  this
Form   10-K  annual  report,  for  discussion  of  the  Company's
arbitration  proceedings and business relationship  with  Bentley
Systems, Inc.

   Process  &  Building.  Intergraph provides  total  life  cycle
solutions to the process and building industries, including plant
design,  architectural, and shipbuilding solutions,  as  well  as
global service and support.

   For   more   than   20   years,   engineering/procurement/and
construction (EPC) contractors, and process plant owner/operators
have used Intergraph solutions to design, construct, operate  and
maintain   petrochemical,  chemical,  pharmaceutical,  food   and
beverge,  oil  and  gas, power generation, and mining  industries
from  small  stand-alone  facilities to  large  global  projects.
Intergraph life cycle solutions increase the value of plant  data
by optimizing its storage, creation, management, integration, and
access across the global enterprise.  Intergraph solutions reduce
design   and  contruction  time,  lower  costs,  enhance   global
execution, extend the life and usability of engineering data, and
make data an integral part of the facility asset.

   According   to   industry  analyst  Daratech  of   Cambridge,
Massachusetts, in 1998 Intergraph held a 56.6% revenue  share  of
the 3D plant design and visualization market, more than 3.5 times
more  than the closest competitor.  In the 2D plant design market
segment,  Intergraph held a 15.5% revenue share, an  increase  of
18.6%  over 1997.  Combined with revenue share from the  recently
acquired PID business, Intergraph holds a 22.2% revenue  share  -
virtually  tied  with  the  number two vendor,  Bentley  Systems,
(22.3%) in the 2D plant design market place.

   Demand for Intergraph Plant Design System (PDS), the Company's
flagship plant design solution, remains strong.  PDS provides:

- Automation that improves productivity
- Three-dimensional  modeling that helps designers  create  a
     better design
- Interference-checking to reduce or eliminate field rework
- Accurate material takeoffs that cut costs
- Specification-driven  design  and  checking  that  improves
     accuracy

   PDS  supports process flow diagrams, piping and instrumentation
diagrams,  instrumentation  data management,  piping,  equipment,
heating/ventilation/air conditioning, electrical, structural, and
other engineering aspects of a plant.

   The   Intergraph  SmartPlant  family  of  process  solutions,
including  SmartPlant P&ID, SmartPlant Explorer, and SmartSketch,
is  an  open  line  of  discipline-specific software  tools  that
provides an integrated solution for the entire plant life  cycle.
Knowledge-based,  intuitive, easy-to-use,  accessible,  flexible,
and  data  neutral,  SmartPlant supports  global  workflows.   It
enables users to create logical and physical definitions  of  the
plant  model  and  enables access to plant data  from  conceptual
design to decommissioning.

   The   successor   to   PDS,  SmartPlant   includes   expanded
functionality  for  front-end  engineering  and  design   (FEED),
operation, and maintenance phases.  An open system that preserves
legacy plant data, SmartPlant will access and use PDS project and
related data, enabling users to migrate to SmartPlant on a module-
by-module basis, as their resources allow.

   Relying  on  20  years  of  industry  experience  and  market
leadership, Intergraph develops life cycle information management
solutions  that  unlock the true value of plant data,  making  it
easily   accessible   and   usable.    Intergraph's   engineering
information  management  solution  is  the  Asset  &  Information
Management (AIM) suite.

   Intergraph's  architectural solutions  automate  the  building
design    process.    With   the   Project   Architect    family,
architecture/engineering  firms  and  corporate  or  governmental
offices  can  develop  and model building  concepts  as  well  as
produce   construction  documents.   Included  in   the   Project
Architect family are capabilities for producing three-dimensional
models  of  design  concepts,  architectural  drawings,  reports,
engineering   plans,   and  construction  drawings.    Intergraph
FrameWorks  Plus  models  the physical  structure  of  buildings.
FrameWorks Plus integrates with third-party analysis software for
evaluating designs by simulating stresses encountered in end use.

   Shipbuilding solutions provide software systems  and  services
for  commercial  and  military  ship  design,  construction,  and
management.  In cooperation with international industry partners,
Intergraph is developing the next generation solution  that  will
streamline  shipbuilding processes, lower manpower  and  material
costs,  and  reduce  the  time to construct  world  class  marine
vessels.   This software solution will provide the capability  to
create  a  ship  design  that  speeds  product  development  from
conception to market delivery.  It also provides capabilities for
performing   risk  analysis,  design  integrity  and   functional
engineering review of new and modified product designs.

   Mapping and Geoengineering.  To help agencies strategically and
efficiently    manage    transportation   networks,    Intergraph
transportation   solutions  integrate  maps,   photos,   property
records, survey and engineering data, inspection reports, traffic
safety,  and  congestion statistics.  Intergraph  photogrammetry,
civil  engineering,  and mapping products provide  transportation
solutions  that include imaging, design, modeling, reprographics,
plotting, training, integration, and professional services.

   Industry  and  government  transportation  professionals  use
Intergraph  photogrammetry solutions as a front end  to  mapping,
geographic  information  systems  (GIS),  and  civil  engineering
software  from  a variety of leading vendors.  Photogrammetry  is
used for spatial and volume measurement of terrain in studies  of
the   earth's   surface.   By  comparing  sequences   of   aerial
photographs taken over time, professionals can monitor  land  use
and environmental compliance, develop site plans for highways and
railways,  perform defense reconnaissance, and plan  improvements
in  urban infrastructure and utilities.  Intergraph's Windows NT-
based   end-to-end   digital  photogrammetry  production   system
includes tools for aerotriangulation, mapping, automatic  digital
terrain  model collection, and orthophoto generation.  Intergraph
also  offers a software kit that transforms a PC into a low-cost,
high-performance  photogrammetry seat for  applications  such  as
model  orientation,  stereo compilation, and digital terrain 
modeling (DTM) collection and editing.

   For  civil  engineering,  Intergraph's  SelectCAD  family  of
products    allows    departments    of    transportation     and
engineering/construction firms to easily switch between  AutoCAD,
IntelliCad  98 and MicroStation platforms, while using  the  same
civil engineering tools for each of the various graphics engines.
InRoads  SelectCAD provides features needed for projects  ranging
from  field design to construction.  The software offers advanced
DTM capability plus associative alignments with spirals, user-defined  
typical sections, and parametrically driven decision tables.  Plans,  
profiles,  cross sections, contour maps or shaded analytical models  
can be extracted to the user's standards.

   For  state  and  local  governments, Intergraph  develops  and
implements civil engineering and mapping/GIS solutions  for  land
records  and  mapping,  asset management,  public  works,  public
safety,   transportation  engineering,  infrastructure  modeling,
planning, and other functions.

   Intergraph's suite of civil engineering solutions offers local
governments  a full complement of solutions, from data  collection
to  site  design  to  water resources.  Intergraph  civil  design
products  integrate  with Intergraph GIS solutions  to  meet  the
needs of state and city governments around the world.  Both civil
and  GIS  product lines remove proprietary barriers by  providing
automated  mapping,  spatial  analysis,  network  modeling,   and
integration  with  multimedia, satellite  imagery,  spreadsheets,
documents,  and  more.   The  software  also  provides   seamless
integration with major vendor data formats.

   Intergraph's  mapping/GIS solutions help  governments  improve
public  service,  respond  more  efficiently  to  legislated  and
political mandates, implement successful GIS systems quickly, and
reduce the total cost of GIS ownership.  The dominant mapping/GIS
solution for transportation agencies is Intergraph's GeoMedia,  a
complete  Windows-based  desktop GIS solution  for  all  decision
support query and reporting activities.  Using GeoMedia software,
GIS  professionals  can access multiple geographic  data  sources
simultaneously for display, analysis, and presentation.  GeoMedia
uses  data  servers to enable users to view and analyze  multiple
databases  simultaneously, allows integration  of  multiple  data
types  in  a  single  environment, includes  a  complete  set  of
advanced analysis, and provides an open development platform  for
creating  custom  applications.   Designed  to  accommodate   the
enterprisewide  GIS environment, GeoMedia and  GeoMedia  Web  Map
together  enable open data access, analysis, and distribution  of
spatial  data and information across the World Wide Web  for  use
throughout the enterprise.

   Intergraph's MGE is used by transportation agencies as a high-
end  software  for basemap analysis.  MGE is the  foundation  for
Intergraph's Modular GIS Environment (MGE) family of mapping  and
GIS software products.  MGE offers project management, coordinate
system  operations, data query and access, multiple configuration
options,  and  a range of common tools valuable to  MGE  modules.
MGE is interoperable with the GeoMedia product suite.

   Also  provided  are solutions for end-to-end digital  map  and
cartographic  production.   These  solutions  help  cartographers
manage the map production environment.  From map scanning to  map
printing,  Intergraph's end-to-end cartographic production  tools
provide the means to collect, process, and output data.

   Federal  Systems.   The  Federal  Systems  business  unit  of
Intergraph   markets  and  sells  commercial  off-the-shelf   and
specially developed products and services to government  agencies
around  the world.  Federal Systems' offerings include ruggedized
workstations,  mapping  and  information  systems,  environmental
management solutions, modeling and simulation systems, and  state
of  the art security systems.  Intergraph has been a top provider
of   computer  hardware,  software,  and  professional   services
solutions to the U.S. government for many years.

Product Development

   The  Company  believes a strong commitment to ongoing  product
development  is  critical to success in the interactive  computer
graphics industry.

   Product development expenditures include all costs related  to
designing  new  or  improving  existing  hardware  and  software.
During the year ended December 31, 1998, the Company spent  $83.8
million  (8.1%  of  revenues) for product development  activities
compared to $98.1 million (8.7% of revenues) in 1997, and  $103.4
million  (9.4% of revenues) in 1996.  See Management's Discussion
and  Analysis  of Financial Condition and Results  of  Operations
contained in the Company's 1998 annual report, portions of  which
are  incorporated by reference in this Form 10-K  annual  report,
for further discussion of product development expenses, including
portions capitalized and their recoverability.

   The  industry  in which the Company competes continues  to  be
characterized  by  rapid technological change, which  results  in
shorter  product  cycles,  higher performance  and  lower  priced
product offerings, intense price and performance competition, and
development and support of software standards that result in less
specific  hardware and software dependencies by  customers.   The
Company  believes the life cycle of its products to be less  than
two  years,  and  it  is therefore engaged in continuous  product
development  activity.  The operating results of the Company  and
others in the industry will continue to depend on the ability  to
accurately  anticipate  customer requirements  and  technological
trends  and  to rapidly and continuously develop and deliver  new
hardware  and  software  products that are competitively  priced,
offer enhanced performance, and meet customers' requirements  for
standardization and interoperability.

Manufacturing and Sources of Supply

   Reflecting  a  trend toward outsourcing in  the  industry,  on
November 13, 1998, the Company sold substantially all of its U.S.
manufacturing inventory and 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.   Prior   to   the   sale,   this
responsibility,  which  included  the  assembly  and  testing  of
components  and  subassemblies manufactured by  the  Company  and
others,  was that of Intergraph Computer Systems (ICS), a wholly-
owned subsidiary of the Company.  This outsourcing is expected to
bring  the manufacturing and materials costs of ICS in line  with
those  of  its  competitors.  ICS does, however,  retain  certain
risks,   including  its  ability  to  accurately   forecast   its
manufacturing  requirements  of SCI  and  risks  associated  with
inventory  excess and obsolescence as defined in  the  agreement.
For  a  complete  description  of the  SCI  transaction  and  its
anticipated  impact on future operating results and  cash  flows,
see  Management's Discussion and Analysis of Financial  Condition
and  Results of Operations contained in the Company's 1998 annual
report,  portions of which are incorporated by reference in  this
Form 10-K annual report.

   Substantially  all of the Company's microprocessor  needs  are
currently  supplied  by Intel Corporation.   See  Item  3,  Legal
Proceedings,  following and Management's Discussion and  Analysis
of Financial Condition and Results of Operations contained in the
Company's  1998 annual report, portions of which are incorporated
by reference in this Form 10-K annual report, for a discussion of
the  Company's litigation proceedings with Intel and its  related
effects  on  the Company's microprocessor supply and  results  of
operations.

   The Company is not required to carry extraordinary amounts  of
inventory  to  meet  customer demands or to ensure  allotment  of
parts from its suppliers.

Sales and Support

   Sales.  The Company's systems are sold through a combination of
direct  and  indirect  channels  in  approximately  65  countries
worldwide.   Direct channel sales, which provide the majority  of
the  Company's  systems revenues, are generated by the  Company's
direct  sales  force through sales offices in over  40  countries
worldwide.   The efforts of the direct sales force are  augmented
by  sales  through  indirect channels, including  dealers,  value
added  resellers,  distributors, and system  integrators.   Sales
through  indirect channels provided approximately  22%  of  total
Company  systems revenues in 1998 and 1997, compared  to  18%  in
1996.

   Each  of  the Company's four major business entities maintains
its  own sales force.  Intergraph's selling efforts are organized
along  key industry lines (process and building, federal systems,
and   mapping   and   geoengineering,  including  transportation,
photogrammetry, and state and local governments)  for  its  major
product  applications.  The Company believes  an  industry  focus
better enables it to meet the specialized needs of customers.  In
general,  the  direct  sales  forces are  compensated  through  a
combination  of  base salary and commission.   Sales  quotas  are
established  along with certain incentives for  exceeding  quota.
Additional   specific  incentive  programs  may  be   established
periodically.

   Customer Support.  The Company believes that a high  level  of
customer support is important to the sale of interactive graphics
systems.   Customer  support  includes preinstallation  guidance,
customer   training,  onsite  installation,  hardware  preventive
maintenance,  repair service, software help  desk  and  technical
support   services  in  addition  to  consultative   professional
services.    The   Company   employs  engineers   and   technical
specialists  to  provide  customer assistance,  maintenance,  and
training.   Maintenance  and repair of  systems  are  covered  by
standard  warranties and by maintenance agreements to which  most
users  subscribe.  The trend in the industry toward lower  priced
products  and  longer  warranty periods has resulted  in  reduced
levels  of  maintenance  revenue for the  Company.   The  Company
believes this trend will continue in the future, though it may be
partially offset by growth in the Company's professional services
business.   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  and training.  Revenues on these services,  however,
produce lower gross margins than maintenance revenues.

International Operations

   International markets, particularly Europe and Asia,  continue
in  importance to the industry and to the Company.  Sales outside
the  U.S. represented approximately 51% of total revenues in 1998
and  53% in 1997.  European and Asia Pacific revenues represented
31%  and  10%, respectively, of total revenues in 1998  (31%  and
12%,  respectively,  in  1997).   The  Company's  operations  are
subject  to and may be adversely affected by a variety  of  risks
inherent  in  doing business internationally, such as  government
policies  or  restrictions, currency exchange  fluctuations,  and
other factors.

   There are currently wholly-owned sales and support subsidiaries
of the Company located in every major European country.  European
subsidiaries  are  supported by service and technical  assistance
operations  located in The Netherlands.  Outside of  Europe,  the
Company's systems are sold and supported through a combination of
subsidiaries  and distributorships.  At December  31,  1998,  the
Company   had  approximately  1,300  employees  in  Europe,   780
employees in the Asia Pacific region, and 650 employees in  other
international locations.

   Fluctuations  in the value of the U.S. dollar in international
markets can have a significant impact on the Company's results of
operations.   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
December  31,  1998,  the  Company's  only  outstanding   forward
contracts  related to formalized intercompany loans  between  the
Company's European subsidiaries.

   The  Company  has  historically experienced slower  collection
periods  for  its  international  accounts  receivable  than  for
similar sales to customers in the United States.  The Company  is
experiencing slow collections throughout the Middle East  region,
particularly  in  Saudi Arabia.  Total accounts  receivable  from
Middle  Eastern  customers  was  approximately  $23  million   at
December 31, 1998 and $21 million at December 31, 1997.

   See Management's Discussion and Analysis of Financial Condition
and  Results  of Operations and Notes 1, 4, and 11  of  Notes  to
Consolidated Financial Statements contained in the Company's 1998
annual report, portions of which are incorporated by reference in
this  Form  10-K  annual report, for further  discussion  of  the
Company's international operations.

U.S. Government Business

   Total   revenue   from  the  United  States  government   was
approximately  $166 million in 1998, $177 million  in  1997,  and
$161  million  in 1996, representing approximately 16%  of  total
revenue in 1998 and 1997, and 15% in 1996.  The majority of these
revenues are attributed to the Federal Systems business  unit  of
the Intergraph operating segment.

   The  Company  sells  to the U.S. government  under  long  term
contractual   arrangements,   primarily   indefinite    delivery,
indefinite  quantity  and  cost plus  award  fee  contracts,  and
through  commercial sales of products not covered  by  long  term
contracts.    Approximately  44%  of  total  federal   government
revenues  are  earned  under long term  contracts.   The  Company
believes its relationship with the federal government to be good.
While it is fully anticipated that these contracts will remain in
effect  through  their expiration, the contracts are  subject  to
termination  at the election of the government.  Any  loss  of  a
significant government contract would have an adverse  impact  on
the  results of operations of Intergraph Federal Systems and  the
Company as a whole.

   The  Company  has  historically experienced slower  collection
periods for its U.S. government accounts receivable than for  its
commercial  customers.  At December 31, 1998, accounts receivable
from  the  U.S.  government was approximately $55 million  versus
approximately $53 million at December 31, 1997.

Backlog

   An order is entered into backlog only when the Company receives
a  firm  purchase  commitment from  a  customer.   The  Company's
backlog of unfilled systems orders at December 31, 1998 and  1997
was  $237  million and $169 million, respectively.  Substantially
all  of  the  December 1998 backlog of orders is expected  to  be
shipped during 1999.

   The  Company  does not consider its business to  be  seasonal,
though typically fourth quarter orders and revenues exceed  those
of other quarters.

   The Company does not ordinarily provide return of merchandise
or extended payment terms to its customers.

Competition

   The  industry  in which the Company competes continues  to  be
characterized by price and performance competition.   To  compete
successfully,  the  Company  and  others  in  the  industry  must
accurately  anticipate  customer requirements  and  technological
trends  and  rapidly  and  continuously  develop  products   with
enhanced  performance that can be offered at competitive  prices.
The  Company, along with other companies in the industry, engages
in the practice of price discounting to meet competitive industry
conditions.  Other important competitive factors include quality,
reliability,   customer  service  and  support,   and   training.
Management  of the Company believes that competition will  remain
intense, particularly in product pricing.

   Competition  in  the  interactive computer  graphics  industry
varies  among  the  different  product  application  areas.   The
Company  considers its principal competitors in  the  interactive
computer  graphics market to be IBM, Hewlett Packard Corporation,
Compaq  Computer  Corporation, Sun  MicroSystems,  Inc.,  Silicon
Graphics,  Inc.,  and  Mentor Graphics,  Inc.   In  the  low  end
graphics  market, Intergraph competes with the software  products
of  Autodesk, Inc., Bentley Systems, Inc. (an approximately  50%-
owned  affiliate  of the Company), Softdesk,  Inc.,  and  several
smaller  companies.  In the personal computer market,  Intergraph
competes  with  vendors such as Compaq Computer  Corporation  and
Dell Computer Corporation.  The primary competitors of Intergraph
Public  Safety are TriTech Software Systems, Litton PRC, Tiburon,
Inc.,   and  Printrak  International  Inc.   VeriBest's   primary
competitors are Cadence Design Systems, Inc., Viewlogic  Systems,
Inc.,  and Mentor Graphics, Inc.  Several companies with  greater
financial  resources  than the Company,  including  IBM,  Hewlett
Packard, Sun, and Compaq are active in the industry.

   The  Company provides point solutions and solutions which  are
Windows   compliant  and  integrated  --  workstations,  servers,
peripherals,  and  software configured by  the  Company  to  work
together and satisfy customers' requirements.  By delivering such
integration, the Company believes it has an advantage over  other
vendors  who  provide only hardware or software,  leaving  system
integration  to the customer.  In addition, the Company  believes
that its experience and extensive worldwide customer service  and
support infrastructure represent a competitive advantage.

Environmental Affairs

   The Company's manufacturing facilities are subject to numerous
laws   and  regulations  designed  to  protect  the  environment,
particularly from plant wastes and emissions.  In the opinion  of
the  Company, compliance with these laws and regulations has  not
had,  and  should  not  have, a material effect  on  the  capital
expenditures, earnings, or competitive position of the Company.

Licenses, Copyrights, Trademarks, Patents, and Proprietary
Information

   The  Company  develops its own graphics, data management,  and
applications   software  as  part  of  its   continuing   product
development   activities.   The  Company  has  standard   license
agreements with Microsoft Corporation for use and distribution of
the   Windows   NT  operating  system  and  with   UNIX   Systems
Laboratories  for  use  and distribution of  the  UNIX  operating
system.   The  license  agreements are perpetual  and  allow  the
Company to sublicense the operating systems software upon payment
of required sublicensing fees.  The Company also has an extensive
program  for the licensing of third party application and general
utility software for use on systems and workstations.

   The Company has a non-exclusive license agreement with Bentley
Systems, Inc. (Bentley), an approximately 50%-owned affiliate  of
the  Company,  under  which  the Company  sells  MicroStation,  a
software product developed and maintained by Bentley and utilized
in  many  of the Company's software applications, via its  direct
sales  force, and via its indirect sales channels if MicroStation
is  sold  with  other Intergraph products.   See  Item  3,  Legal
Proceedings, following and Management's Discussion and Analysis of
Financial  Condition and Results of Operations  and  Note  12  of
Notes  to  Consolidated  Financial Statements  contained  in  the
Company's  1998 annual report, portions of which are incorporated
by  reference  in  this  Form  10-K annual  report,  for  further
discussion of the Company's affiliation with Bentley.

   The  Company owns and maintains a number of registered patents
and  registered  and  unregistered  copyrights,  trademarks,  and
service  marks.  The patents and copyrights held by  the  Company
are  the  principal  means  by which the  Company  preserves  and
protects  the  intellectual  property  rights  embodied  in   the
Company's  hardware and software products.  Similarly,  trademark
rights  held by the Company are used to preserve and protect  the
goodwill represented by the Company's registered and unregistered
trademarks.

   As industry standards proliferate, there is a possibility that
the  patents  of others may become a significant  factor  in  the
Company's  business.   Personal  computer  technology  is  widely
available,   and   many  companies,  including  Intergraph,   are
attempting  to  develop patent positions concerning technological
improvements  related  to  personal computers  and  workstations.
With  the possible exception of its ongoing litigation with Intel
(in which the Company expects to prevail), it does not appear the
Company will be prevented from using the technology necessary  to
compete  successfully,  since patented  technology  is  typically
available  in  the  industry under royalty  bearing  licenses  or
patent cross licenses, or the technology can be purchased on  the
open  market.  Any increase in royalty payments or purchase costs
would  increase the Company's costs of manufacture, however,  and
it  is  possible that some key improvement necessary  to  compete
successfully  in  markets  served  by  the  Company  may  not  be
available.

   An inability to retain significant third party license rights,
in  particular  the Microsoft license, to protect  the  Company's
copyrights,  trademarks,  and  patents,  or  to  obtain   current
technical  information or any required patent  rights  of  others
through  licensing  or purchase, all of which  are  important  to
success  in  the  industry in which the Company  competes,  could
significantly reduce the Company's revenues and adversely  affect
its results of operations.

   Technology  significant  to  the  Company  is  sometimes  made
available in the form of proprietary information or trade secrets
of  others.   Prior  to the dispute with Intel,  Intel  had  made
freely  available technical information used by  the  Company  to
design,   market  and  support  its  products  that   use   Intel
components.   Such  information  is  claimed  by  Intel   to   be
proprietary   and   is  made  available  by  Intel   only   under
nondisclosure agreements.  Prior to the April 1998 ruling of  the
Alabama  Court (See Item 3, Legal Proceedings, following),  Intel
was  withholding such information, attempting to cancel  existing
agreements   and   refusing  to  enter  into  new   nondisclosure
agreements  with  the Company.  Intel's actions are  the  subject
matter  of  current litigation, and Intel has appealed the  April
1998  court ruling.  Intel's actions have damaged the Company  by
slowing  the introduction of new products using Intel  components
and preventing proper maintenance and support of Company products
using Intel components.  The Company expects the Appeals Court to
uphold  the  April  1998  ruling.   However,  if  the  ruling  is
overturned, the Company will be materially affected  and  may  be
forced   to  alter  its  future  business  plans  or  to   accept
unfavorable terms from Intel in settlement of the lawsuit.

Risks and Uncertainties

   In  addition  to those described above and in  Item  3,  Legal
Proceedings, following, the Company has risks  and  uncertainties
related   to   its  business  and  operating  environment.    See
Management's  Discussion and Analysis of Financial Condition  and
Results  of  Operations  and  Note 2  of  Notes  to  Consolidated
Financial  Statements  contained in  the  Company's  1998  annual
report,  portions of which are incorporated by reference in  this
Form  10-K  annual report, for further discussion of these  risks
and uncertainties.

Employees

   At  December  31,  1998, the Company had  approximately  6,700
employees.   Of these, approximately 2,730 were employed  outside
the  United  States.  The Company's employees are not subject  to
collective  bargaining agreements, and there have  been  no  work
stoppages  due to labor difficulties.  Management of the  Company
believes its relations with employees to be good.


ITEM 2.   PROPERTIES

   The  Company's  corporate  offices and  primary  manufacturing
facility  are located in Huntsville, Alabama.  With the exception
of  VeriBest,  all  of  the  Company's  operating  segments  have
corporate  headquarters located within the Huntsville facilities.
VeriBest  is  headquartered in Boulder, Colorado with development
centers  in  Huntsville, Alabama and Mountain  View,  California.
The  Company's  operating  segments maintain  sales  and  support
facilities throughout the world.

   The  Company  owns  over 1,800,000 square  feet  of  space  in
Huntsville   that   is   utilized  for   manufacturing,   product
development, sales and administration.  The Huntsville facilities
also  includes  over 500 acres of unoccupied land.   The  Company
maintains subsidiary company facilities, including those  of  its
VeriBest  operating segment, and sales and support  locations  in
major U.S. cities outside of Huntsville through operating leases.

   Under the terms of its manufacturing outsourcing agreement with
SCI,   the   Company  is  leasing  its  Huntsville  manufacturing
facilities,  consisting of approximately 248,000 square  feet  of
space,  to  SCI for a period of six to twelve months  before  SCI
moves  the  former Intergraph manufacturing operation to  another
facility.  It is anticipated that the transition of manufacturing
from  Intergraph to SCI facilities will take place in the  second
quarter of 1999.

   Outside the U.S., the Company owns approximately 450,000 square
feet  of  space, primarily its Nijmegen distribution  center  and
European headquarters facility.  Sales and support facilities are
leased in most major international locations.

   The  Company considers its facilities to be adequate  for  the
immediate future.


ITEM 3.   LEGAL PROCEEDINGS

Intel Corporation
-----------------

   The Company filed a legal action on November 17, 1997, in U.S.
District  Court,  the Northern District of Alabama,  Northeastern
Division  (the "Alabama Court"), charging Intel Corporation,  the
supplier  of  all  of the Company's microprocessor  supply,  with
anticompetitive  business practices.  In the lawsuit,  Intergraph
alleges  that  Intel  is attempting to coerce  the  Company  into
relinquishing to Intel certain computer hardware patents  through
a  series  of wrongful acts, including interference with business
and contractual relations, interference with technical assistance
from   third  party  vendors,  breach  of  contract,  negligence,
misappropriation of trade secrets, and fraud based  upon  Intel's
failure  to  promptly notify the Company of  defects  in  Intel's
products  and  timely  correction of such  defects,  and  further
alleging  that  Intel has infringed upon the  Company's  patents.
The Company's patents define the architecture of the cache memory
of  an Intergraph developed microprocessor.  The Company believes
this  architecture is at the core of Intel's entire Pentium  line
of microprocessors and systems.  On December 3, 1997, the Company
amended  its  complaint to include a count  charging  Intel  with
violations of federal antitrust laws.  Intergraph asserts  claims
for  compensatory  and  treble  damages  resulting  from  Intel's
wrongful conduct and infringing acts, and punitive damages in  an
amount  sufficient to punish and deter Intel's wrongful  conduct.
Additionally,  the Company requested that Intel be enjoined  from
continuing  the alleged wrongful conduct which is anticompetitive
and/or   violates  federal  antitrust  laws,  so  as  to   permit
Intergraph  uninterrupted development  and  sale  of  Intel-based
products.

   On November 21, 1997, the Company filed a motion in the Alabama
Court  to enjoin Intel from disrupting or delaying its supply  of
products   and   product  information,  pending   resolution   of
Intergraph's legal action.  On April 10, 1998, the Alabama  Court
ruled   in  favor  of  Intergraph  and  ordered  that  Intel   be
preliminarily enjoined from terminating Intergraph's rights as  a
strategic customer in current and future Intel programs, and from
otherwise taking any action adversely affecting Intel's  business
relationship with Intergraph or Intergraph's ability  to  design,
develop,   produce,   manufacture,  market   or   sell   products
incorporating, or based upon, Intel products or information.  The
Court's  ruling  requires  that Intel  carry  out  business  with
Intergraph  under the same terms and conditions,  with  the  same
rights, privileges, and opportunities as Intel makes available to
Intergraph's  competitors  who are also  strategic  customers  of
Intel.  In response to the Alabama Court's decision, on April 16,
1998,  Intel  appealed to the United States Court of Appeals  for
the Federal Circuit (the "Appeals Court").  Intel and the Company
have each filed briefs with the Appeals Court, and oral arguments
were  presented  on  December  9, 1998.   No  decision  has  been
entered.

   Intel filed a retaliatory legal action on November 17, 1997, in
the U.S. District Court, the Northern District of California (the
"California Court"), requesting, among other things, i) that  the
Court  declare Intergraph's patents invalid and/or not  infringed
by  Intel,  ii)  that Intergraph be enjoined from making  further
assertions  that Intel's customers infringe Intergraph's  patents
through  use  of  Intel's microprocessors, iii)  that  the  Court
declare that Intel has no obligation to disclose any of its trade
secrets or other confidential information to Intergraph, and  iv)
that  the Court declare that Intel's decision to discontinue  the
provision of trade secrets and other confidential information  to
Intergraph  does  not violate any doctrine of  federal  or  state
statutory  or common law.  Intel filed a second legal  action  in
the  California  Court on November 24, 1997, charging  Intergraph
with  breach  of  contract related to wrongful retention  of  and
failure  to return Intel information supplied under nondisclosure
agreements, and misappropriation of trade secrets as a result  of
the  same.   Intel  asserted claims for damages  and  awards  and
requested  a  preliminary and permanent  injunction  under  which
Intergraph  would  return  and  make  no  further  use  of  Intel
confidential information.  On December 8, 1997, the Alabama Court
directed  the  Company  and Intel to file joint  motions  in  the
California cases to stay the two legal actions brought by  Intel,
pending  the  Court's consideration of a motion to  transfer  and
consolidate venue.  The joint motions were filed and  stays  were
granted  by  the  California Court.  On January 15,  1998,  Intel
filed a motion before the Alabama Court for a change in venue  to
California.   On  May  18, 1998, the Alabama  Court  denied  this
motion,  and  Intel  subsequently  dropped  the  two  retaliatory
lawsuits   which  Intel  had  brought  against  the  Company   in
California.

   On  June 17, 1998, Intel filed its answer in the Alabama case,
which included counterclaims against Intergraph, including claims
that Intergraph has infringed seven patents of Intel.  On July 8,
1998,  the  Company filed its answer to the Intel  counterclaims,
among  other  things  denying  any  liability  under  the  patent
infringement asserted by Intel.  On June 17, 1998, Intel filed  a
motion  before  the  Alabama  Court seeking  a  summary  judgment
holding  that  Intel  is licensed to use  the  patents  that  the
Company   asserted  against  Intel  in  the  Company's   original
complaint.    This   "license  defense"  is  based   on   Intel's
interpretation  of the facts surrounding the acquisition  by  the
Company   of   the  Advanced  Processor  Division  of   Fairchild
Semiconductor  Corporation in 1987.  The  Company  is  vigorously
contesting  Intel's motion for summary judgment  on  the  license
defense,  and  filed  a  cross  motion  with  the  Alabama  Court
September  15, 1998 requesting summary adjudication in  favor  of
the Company.  No decision has been entered.

   On  November  13, 1998, the Company amended its  complaint  to
include  two  additional  counts of patent  infringement  against
Intel.   The  Company requested the court to  issue  a  permanent
injunction  enjoining  Intel from further  infringement,  and  to
order that the financial impact of the infringement be calculated
and  awarded  in  treble to Intergraph.   No  decision  has  been
entered.

   On  January 29, 1999, Intergraph filed a motion requesting the
Alabama Court to require Intel to show cause why it should not be
held  in  contempt  for its failure to comply  with  the  Court's
automated   discovery   order  and  for  improperly   designating
discovery   materials  as  protected  by  the   attorney   client
privilege.  In its motion, Intergraph requested the Court to  set
a status conference on discovery and a hearing on its motion.  No
decision has been entered.

   In a scheduling order entered June 25, 1998, the Alabama Court
set a trial date of February 14, 2000.

   The  Company  believes it was necessary to take  legal  action
against  Intel  in order to defend its workstation business,  its
intellectual  property, and the investments of its  shareholders.
The Company is vigorously prosecuting its positions and defending
against  Intel's  claims and believes it will  prevail  in  these
matters, but at present is unable to predict an outcome.

Bentley Systems, Inc.
---------------------

   The  Company  is  the  owner  of  approximately  50%  of  the
outstanding  stock  of  Bentley Systems,  Inc.  ("Bentley"),  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 May 1997,  the
Company  received  notice  of  the adverse  determination  of  an
arbitration  proceeding with Bentley in  which  the  Company  had
alleged that Bentley inappropriately and without cause terminated
a  contractual arrangement with the Company, and in which Bentley
had  filed a counterclaim against the Company seeking significant
damages  as  the result of the Company's alleged failure  to  use
best  efforts to sell software support services pursuant to terms
of  the  contractual  arrangement  terminated  by  Bentley.   The
arbitrator's award against the Company was in the amount of  $6.1
million.  In addition, the contractual arrangement that  was  the
subject  of  this arbitration was terminated effective  with  the
award  and, as a result, the Company no longer sells the  related
software support services under this agreement.  The Company  and
Bentley  have  entered  into  a new agreement  which  establishes
single support services between the two companies.

   In a second proceeding brought in March 1996, Bentley commenced
arbitration  against  the Company with the  American  Arbitration
Association,  Atlanta, Georgia, alleging that the Company  failed
to  properly account for and pay to Bentley certain royalties  on
its  sales  of Bentley software products, and seeking significant
damages.   Hearings  on  this  matter  are  in  process  and  are
scheduled to conclude with a decision from the arbitration  panel
in  second  quarter  of 1999.  The Company  denies  that  it  has
breached  any  of its contractual obligations to Bentley  and  is
vigorously  defending  its position in this  proceeding,  but  at
present is unable to predict an outcome.

   See Management's Discussion and Analysis of Financial Condition
and  Results of Operations contained in the Company's 1998 annual
report,  portions of which are incorporated by reference in  this
Form  10-K annual report, for further discussion of the Company's
business  relationship  with Intel and  Bentley  and  effects  of
litigation and arbitration proceedings on the Company's financial
position and results of operations.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

  None.


EXECUTIVE OFFICERS OF THE COMPANY

   Certain information with respect to the executive officers  of
the Company is set forth below.  Officers serve at the discretion
of the Board of Directors.

Name                    Age              Position            Officer Since
----                    ---              --------            -------------

James W. Meadlock        65    Chairman of the Board             
                                 and Chief Executive Officer     1969
James F. Taylor Jr.      54    Executive Vice President and
                                 Director, Intergraph            
                                 Corporation and Chief Executive
                                 Officer, Intergraph Public      
                                 Safety, Inc.                    1977
Robert E. Thurber        58    Executive Vice President and
                                 Director                        1977
Lawrence F. Ayers Jr.    66    Executive Vice President          1987
Klaas Borgers            54    Executive Vice President          1994
Penman R. Gilliam        61    Executive Vice President          1994
Lewis N. Graham Jr.      44    Executive Vice President          1997
Richard H. Lussier       53    Executive Vice President          1996
Nancy B. Meadlock        60    Executive Vice President          1969
Wade C. Patterson        37    Executive Vice President,
                                 Intergraph Corporation and
                                 Chief Executive Officer and
                                 President, Intergraph Computer
                                 Systems                         1994
Stephen J. Phillips      57    Executive Vice President          1987
Preetha R. Pulusani      38    Executive Vice President          1997
Charles E. Robertson Jr. 45    Chief Executive Officer and
                                 President, VeriBest, Inc.       1992
William E. Salter        57    Executive Vice President          1984
K. David Stinson Jr.     45    Executive Vice President          1996
John W. Wilhoite         47    Executive Vice President and
                                 Chief Financial Officer         1988
Edward A. Wilkinson      65    Executive Vice President          1987
Allan B. Wilson          50    Executive Vice President          1982
Manfred Wittler          58    Executive Vice President          1989


   James  W.  Meadlock, a founder of the Company, has  served  as
Chairman  of the Board of Directors since the Company's inception
in 1969 and is Chief Executive Officer.  Mr. Meadlock received  a
degree  in  electrical  engineering  from  North  Carolina  State
University  in  1956.   Mr. Meadlock and Nancy  B.  Meadlock  are
husband and wife.

   James  F. Taylor Jr. joined the Company in July 1969,  shortly
after  its formation, and is considered a founder.  He has served
as  a  Director since 1973.  Mr. Taylor was responsible  for  the
design and development of the Company's first commercial computer-
aided-design products and for many application specific products.
Mr.  Taylor was elected Vice President in 1977.  He is  currently
an  Executive  Vice President of the Company and Chief  Executive
Officer  of  Intergraph Public Safety, Inc.  Mr. Taylor  holds  a
bachelor's degree in mathematics.

   Robert  E.  Thurber,  a founder of the  Company,  has  been  a
Director since 1972.  In June 1977, Mr. Thurber was elected  Vice
President  and  is currently Executive Vice President  and  Chief
Engineer.  He is responsible for development of requirements  and
strategic direction for application solutions.  Mr. Thurber holds
a master's degree in engineering.

   Lawrence  F.  Ayers Jr. joined the Company in  September  1987
after 32 years in federal government mapping where he became  the
Civilian  Director of the Defense Mapping Agency.  He  served  as
Vice President for International Federal Marketing until February
1993.   From  1993 to October 1995, he served as  Executive  Vice
President for the Utility and Mapping Sciences application group.
At  present, he serves on the Intergraph staff as Executive  Vice
President.   Mr.  Ayers  holds  a  bachelor's  degree  in   civil
engineering and a master's degree in public administration.   Mr.
Ayers  has  served on a number of national policy committees  for
the  National  Academy  of Science and the  National  Academy  of
Public Administration, including the Transportation Research  and
Highway Research committees.

   Klaas Borgers joined the Company in 1991.  He was elected Vice
President  in 1994 and has served as Executive Vice President  of
the  Company  and Chief Operating Officer of Intergraph  Computer
Systems  since 1997.  A key person in the development and  growth
of  Intergraph Computer Systems worldwide operations, Mr. Borgers
directs  ICS's  sales, services, manufacturing  and  distribution
operations.

   Penman R. Gilliam joined the Company in April 1994 as Executive
Vice President responsible for federal programs.  Mr. Gilliam  is
the  manager  responsible for the federal mapping and information
systems organization and the Company's Midworld operations.   Mr.
Gilliam came to Intergraph from Hughes Aircraft Company where  he
was  Vice  President of Hughes Communications  and  Data  Systems
Division.  From late 1987 through early 1993, Mr. Gilliam  served
as  Deputy  Director  of the Defense Mapping  Agency  (DMA),  the
senior  civilian responsible for overall production,  operations,
and  research.  Mr. Gilliam also held a number of other positions
with  DMA, including production management positions in St. Louis
and  Washington D.C. and a program director's position for  DMA's
digital production system.  Mr. Gilliam holds a bachelor's degree
in mathematics and geology.

   Lewis  N. Graham Jr. joined the Company in 1985 and  has  been
involved  in  the  design  and delivery of  imaging  and  mapping
systems  during  most  of his career with the  Company.   He  was
elected  Vice President in 1997 and has served as Executive  Vice
President,  managing the mapping and geoengineering  division  of
Intergraph,  since  August 1998.  Mr. Graham holds  a  bachelor's
degree   in   physics  and  a  master's  degree   in   electrical
engineering.

   Richard H. Lussier joined the Company in 1979.  He was promoted
to  Vice  President  of Sales in 1981 and was later  promoted  to
Executive  Vice  President of Worldwide Sales and  Support.   Mr.
Lussier  left  the  Company in 1990 to pursue  personal  business
interests.   He  rejoined the Company in 1996 as  Executive  Vice
President  of  U.S.  Sales.   He  is  currently  responsible  for
InterCAP,  a  wholly-owned Intergraph subsidiary, which  develops
and markets world-leading technical illustration software as well
as  WEB enabling technology.  Mr. Lussier holds a master's degree
in business administration.

   Nancy  B.  Meadlock,  a founder of the Company,  served  as  a
Director  from  1969 until May 1996, excluding  the  period  from
February  1970  to  February  1972.   Mrs.  Meadlock  served   as
Secretary  for 10 years, was elected Vice President in 1979,  and
is  currently an Executive Vice President.  She holds a  master's
degree  in business administration.  Mrs. Meadlock and  James  W.
Meadlock are wife and husband.

   Wade  C.  Patterson joined the Company in  1984  as  a  design
engineer  developing  UNIX  and  central  processing  unit  (CPU)
subsystems  for Intergraph workstation products.   In  1992,  Mr.
Patterson managed Windows NT workstation projects as the  Company
made  the transition from reduced instruction set computing  CPUs
to  Intel  microprocessor-based CPUs.   Mr.  Patterson  has  been
responsible for hardware development and marketing for Intergraph
Computer Systems, the Company's hardware subsidiary, since August
1994.   He  was  elected  Vice President  at  that  time  and  is
currently  an Executive Vice President of the Company  and  Chief
Executive  Officer and President of Intergraph Computer  Systems.
He holds a bachelor's degree in electrical engineering.

   Stephen  J. Phillips joined the Company as Vice President  and
General  Counsel in November 1987 when Intergraph  purchased  the
Advanced Processor Division of Fairchild Semiconductor, where Mr.
Phillips  was  General Patent Counsel.  He was elected  Executive
Vice  President  in August 1992.  Mr. Phillips holds  a  master's
degree in electrical engineering and a juris doctor in law.

   Preetha  R. Pulusani joined the Company in 1980 as a  software
engineer, and since that time has held several positions  in  the
areas of marketing and development of mapping technology for  the
Company.   She was elected Vice President in 1997 and has  served
as  Executive  Vice President, responsible for  the  mapping  and
geographic  information  systems business  of  Intergraph,  since
August  1998.  Ms. Pulusani holds a master's degree  in  computer
science.

   Charles E. Robertson Jr. joined the Company in 1992.   He  has
served as Chief Executive Officer and President of VeriBest, Inc.
since  its  inception  in January 1996.   Prior  to  his  current
position,  Mr.  Robertson  held executive  positions  within  the
Company and at Mentor Graphics, Daisy Systems, and Cadnetix.   He
holds  a bachelor's degree in electrical engineering and computer
science.

   William E. Salter joined the Company in April 1973.  Since that
time,  he  has  served  in several managerial  positions  in  the
Company's  federal systems business and as Director of  Marketing
Communications.  Dr. Salter was elected Vice President in  August
1984 and is currently an Executive Vice President of the Company.
He holds a doctorate in electrical engineering.

   K.  David  Stinson Jr. joined the Company in 1996.   Prior  to
joining  the  Company,  Mr. Stinson acted as  Vice  President  of
Engineering  and  Nuclear  Projects  for  the  Tennessee   Valley
Authority  (TVA), the nation's largest government owned  electric
power  utility.   Before joining TVA, he was  founder  and  Chief
Executive   Officer  of  Digital  Engineering,  responsible   for
developing  software to assist with the operations,  maintenance,
and  environmental qualification of nuclear facilities and  other
process plants.  Mr. Stinson was elected Executive Vice President
in  1996,  responsible for the process and building  business  of
Intergraph.   He is a graduate of the U.S. Air Force Academy  and
holds a masters degree in management administration science.

   John  W. Wilhoite joined the Company in July 1985 after eleven
years with Price Waterhouse & Co.  He has been Controller of  the
Company  since 1986 and was elected Vice President in  1988.   In
May  1998, he was elected Executive Vice President of Finance and
was named Chief Financial Officer in December 1998.  Mr. Wilhoite
holds  a  bachelor's degree in business administration and  is  a
certified public accountant.

   Edward A. Wilkinson joined the Company in 1985 as Director  of
Government  Relations.  He was elected Vice President of  Federal
Systems  in 1987 and Executive Vice President in 1994.  Prior  to
joining  the Company, Mr. Wilkinson served 34 years in  the  U.S.
Navy,  retiring  with  the  rank of Rear  Admiral.   He  holds  a
master's degree in mechanical engineering.

   Allan B. Wilson joined the Company in 1980 and was responsible
for the development of international operations outside of Europe
and North America.  He was elected Vice President in May 1982 and
Executive  Vice  President  in  November  1982.   Mr.  Wilson  is
currently  responsible for sales and support  for  the  Company's
Asia Pacific region.  He holds bachelor's and master's degrees in
electrical engineering.

   Manfred  Wittler joined the Company in 1989 as Vice President.
In 1991, he was elected Executive Vice President and is currently
responsible for sales and support for Europe, Canada,  and  Latin
America.   From  1983  through 1989,  Mr.  Wittler  held  several
positions  with  Data  General Corporation in  Europe,  including
Division Vice President.  He holds a doctorate in engineering.



                             PART II


ITEM 5.   MARKET  FOR  THE COMPANY'S COMMON STOCK AND  RELATED
          SHAREHOLDER MATTERS

   The  information appearing under "Dividend Policy" and  "Price
Range  of  Common Stock" on page 56 of the Intergraph Corporation
1998  annual report to shareholders is incorporated by  reference
in this Form 10-K annual report.


ITEM 6.   SELECTED FINANCIAL DATA

   Selected financial data for the five years ended December  31,
1998, appearing under "Five Year Financial Summary" on the inside
front  page of the Intergraph Corporation 1998 annual  report  to
shareholders  is  incorporated by reference  in  this  Form  10-K
annual report.


ITEM 7.   MANAGEMENT'S  DISCUSSION AND ANALYSIS  OF  FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

   Management's Discussion and Analysis of Financial Condition and
Results  of  Operations  appearing on  pages  18  to  33  of  the
Intergraph  Corporation  1998 annual report  to  shareholders  is
incorporated by reference in this Form 10-K annual report.


ITEM 7A.  QUANTITATIVE  AND QUALITATIVE DISCLOSURES ABOUT  MARKET
          RISK

   Information relating to the Company's market risks appearing
under   "Impact  of  Currency  Fluctuations  and  Currency   Risk
Management" and "Liquidity and Capital Resources" in Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations  appearing  on  pages  30  to  33  of  the  Intergraph
Corporation 1998 annual report to shareholders is incorporated by
reference in this Form 10-K annual report.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   The consolidated financial statements and report of independent
auditors   appearing  on  pages  34  to  55  of  the   Intergraph
Corporation  1998 annual report to shareholders are  incorporated
by reference in this Form 10-K annual report.


ITEM 9.   CHANGES  IN  AND DISAGREEMENTS WITH  ACCOUNTANTS  ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

   None.



                            PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

   The  information appearing under "Election of  Directors"  and
"Compliance with Section 16(a) of the Securities Exchange Act  of
1934"  on  pages   4  to  5 of the Intergraph  Corporation  proxy
statement  relative to the annual meeting of shareholders  to  be
held May 13, 1999, is incorporated by reference in this Form 10-K
annual  report.  Directors are elected for terms of one  year  at
the annual meeting of the Company's shareholders.

   Information relating to the executive officers of the  Company
appearing under "Executive Officers of the Company" on  pages  16
to  18 in this Form 10-K annual report is incorporated herein  by
reference.


ITEM 11.  EXECUTIVE COMPENSATION

   The  information  appearing under "Executive Compensation"  on
pages  6  to  13  of the Intergraph Corporation  proxy  statement
relative to the annual meeting of shareholders to be held May 13,
1999,  is  incorporated  by reference in this  Form  10-K  annual
report.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND
          MANAGEMENT

   The information appearing under "Common Stock Outstanding  and
Principal  Shareholders"  on pages  1  to  3  of  the  Intergraph
Corporation  proxy  statement relative to the annual  meeting  of
shareholders  to  be  held  May  13,  1999,  is  incorporated  by
reference in this Form 10-K annual report.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   None.



                             PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS  ON
          FORM 8-K

                                                                   Page in
                                                               Annual Report *
                                                               ---------------

(a)  1) The following consolidated financial statements of
         Intergraph Corporation and subsidiaries and the
         report of independent auditors thereon are 
         incorporated by reference from the Intergraph
         Corporation 1998 annual report to shareholders:

         Consolidated Balance Sheets at December 31, 1998
         and 1997                                                        34

         Consolidated Statements of Operations for the
         three years ended December 31, 1998                             35

         Consolidated Statements of Cash Flows for the
         three years ended December 31, 1998                             36

         Consolidated Statements of Shareholders' Equity
         for the three years ended December 31, 1998                     37

         Notes to Consolidated Financial Statements                    38-54

         Report of Independent Auditors                                  55 

     * Incorporated by reference from the indicated pages
       of the 1998 annual report to shareholders.

                                                                   Page in
                                                                  Form 10-K
                                                               ---------------

     2) Financial Statement Schedule:

         Schedule II - Valuation and Qualifying Accounts and
           Reserves for the three years ended December 31, 1998          24

   All other schedules are omitted because they are not applicable
or  the required information is shown in the financial statements
or notes thereto.

   Financial statements of 50%-or-less-owned companies have  been
omitted  because the registrant's proportionate share  of  income
before  income  taxes  of  the companies  is  less  than  20%  of
consolidated loss before income taxes, and the investments in and
advances to the companies are less than 20% of consolidated total
assets.

     3) Exhibits

                                                                   Page in
        Number           Description                              Form 10-K
        ------           -----------                          ----------------


         3(a)    Certificate of Incorporation, Bylaws,
                 and Certificate of Merger (1).

         3(b)    Amendment to Certificate of Incorporation (2).

         3(c)    Restatement of Bylaws (3).
   
         4       Shareholder Rights Plan, dated August 25,
                 1993 (4) and amendment dated March 16, 1999.

         10(a)*  Employment Contract of Manfred Wittler dated
                 November 1, 1989 (5) and amendment
                 dated February 18, 1998 (9).

         10(b)   Loan and Security Agreement, by and between
                 Intergraph Corporation and Foothill Capital
                 Corporation, dated December 20, 1996 and
                 amendments dated January 14, 1997 (6),
                 November 25, 1997 (9), and October 30,
                 1998 (10).

         10(c)*  Intergraph Corporation 1997 Stock Option Plan (6).

         10(d)*  Agreement between Intergraph Corporation and
                 Green Mountain, Inc. dated April 1, 1998 (7).

         10(e)   Indemnification Agreement between Intergraph
                 Corporation and each member of the Board of
                 Directors of the Company dated June 3, 1997 (8).

         10(f)*  Employment Contract of Wade Patterson dated
                 May 30, 1997 (8) and amendment dated
                 November 2, 1998.

         10(g)*  Intergraph Corporation Nonemployee Director
                 Stock Option Plan (9).

         10(h)   Amended and Restated First Mortgage and
                 Security Agreement, by and between Intergraph
                 Corporation and Foothill Capital Corporation,
                 dated November 25, 1997 (9).

         10(i)*  Employment Contract of Klaas Borgers dated
                 September 1, 1997.

         10(j)   Asset Purchase Agreement by and among SCI
                 Technology, Inc. as Buyer and Intergraph
                 Corporation as Seller dated November  13,
                 1998, with Exhibits and Schedule 1 (10).

         10(k)*  Intergraph Computer Systems Holding, Inc.
                 1998 Stock Option Plan.

         13      Portions of the Intergraph Corporation 1998
                 Annual Report to Shareholders incorporated
                 by reference in this Form 10-K Annual Report

         21      Subsidiaries of the Company                             25    
  
         23      Consent of Independent Auditors                         26

         27      Financial Data Schedule

     * Denotes management contract or compensatory plan,
       contract, or arrangement required to be filed as an
       Exhibit to this Form 10-K

----------

         (1)  Incorporated by reference to exhibits filed with the
              Company's Quarterly Report on Form 10-Q for the quarter
              ended June 30, 1984, under the Securities Exchange Act
              of 1934, File No. 0-9722.

         (2)  Incorporated by reference to exhibits filed with the
              Company's Quarterly Report on Form 10-Q for the quarter
              ended March 31, 1987, under the Securities Exchange Act
              of 1934, File No. 0-9722.

         (3)  Incorporated by reference to exhibits filed with the
              Company's Quarterly Report on Form 10-Q for the quarter
              ended June 30, 1993, under the Securities Exchange Act
              of 1934, File No. 0-9722.

         (4)  Incorporated by reference to exhibits filed with the
              Company's Current Report on Form 8-K dated August 25,
              1993, under the Securities Exchange Act of 1934, File
              No. 0-9722.

         (5)  Incorporated by reference to exhibits filed with the
              Company's Annual Report on Form 10-K for the year ended
              December 31, 1992, under the Securities Exchange Act of 
              1934, File No. 0-9722.

         (6)  Incorporated by reference to exhibits filed with the
              Company's Annual Report on Form 10-K for the year ended
              December 31, 1996, under the Securities Exchange Act of
              1934, File No. 0-9722.

         (7)  Incorporated by reference to exhibits filed with the
              Company's Quarterly Report on Form 10-Q for the quarter
              ended March 31, 1998, under the Securities Exchange Act
              of 1934, File No. 0-9722.

         (8)  Incorporated by reference to exhibits filed with the
              Company's Quarterly Report on Form 10-Q for the quarter
              ended June 30, 1997, under the Securities Exchange Act
              of 1934, File No. 0-9722.

         (9)  Incorporated by reference to exhibits filed with the
              Company's Annual Report on Form 10-K for the year ended
              December 31, 1997, under the Securities Exchange Act 
              of 1934, File No. 0-9722.

         (10) Incorporated by reference to exhibits filed with the
              Company's Current Report on Form 8-K dated November 13,
              1998, under the Securities Exchange Act of 1934, File
              No. 0-9722.

----------


(b)  Reports on Form 8-K - on November 25, 1998, the Company  filed
     a  Current Report on Form 8-K (dated November 13, 1998)  which
     reported  a  transaction pursuant to which  the  Company  sold
     substantially  all  of its U.S. manufacturing  assets  to  SCI
     Technology,  Inc.  (SCI), and SCI assumed  responsibility  for
     manufacturing  of substantially all of the Company's  hardware
     products.
  
(c)  Exhibits  -  the  response  to this  portion  of  Item  14  is
     submitted as a separate section of this report.

(d)  Financial  statement schedules - the response to this  portion
     of Item 14 is submitted as a separate section of this report.

----------


Information contained in this Form 10-K annual report may include
statements that are forward looking as defined in Section 21E  of
the Securities Exchange Act of 1934.  Actual results could differ
materially   from   those  projected  in  the   forward   looking
statements.  Additional information concerning factors that could
cause  actual  results to differ materially  from  those  in  the
forward  looking  statements is contained  in  the  "Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations" section of the Company's 1998 annual report, portions
of  which are incorporated by reference in this Form 10-K  annual
report.

                           SIGNATURES


   Pursuant  to  the requirements of Section 13 or 15(d)  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

                  By /s/ James W. Meadlock             Date:  March 29, 1999
                     ---------------------------
                           James W. Meadlock
                      Chief Executive Officer and
                         Chairman of the Board
                     (Principal Executive Officer)


   Pursuant to the requirements of the Securities Exchange Act of
1934,  this report has been signed below by the following persons
on  behalf  of the registrant and in the capacities  and  on  the
dates indicated.


                                                                 Date  
                                                                 ----

/s/ James W. Meadlock         Chief Executive Officer and     March 29, 1999
---------------------------   Chairman of the Board
  James W. Meadlock           (Principal Executive Officer)
                             


/s/ James F. Taylor Jr.        Executive Vice President and   March 29, 1999
---------------------------    Director, Intergraph
  James F. Taylor Jr.          Corporation, and Chief 
                               Executive Officer, Intergraph
                               Public Safety, Inc.


/s/ Robert E. Thurber          Executive Vice President and   March 29, 1999
---------------------------    Director
   Robert E. Thurber


/s/  Keith H. Schonrock Jr.    Director                       March 29, 1999
---------------------------
 Keith H. Schonrock Jr.


---------------------------    Director                       March 29, 1999
    Larry J. Laster


---------------------------    Director                       March 29, 1999
     Thomas J. Lee


---------------------------    Director                       March 29, 1999
   Sidney L. McDonald


/s/  John W. Wilhoite           Executive Vice President      March 29, 1999
---------------------------     and Chief Financial Officer
    John W. Wilhoite            (Principal Financial and 
                                Accounting Officer)



             INTERGRAPH CORPORATION AND SUBSIDIARIES
                                 
  SCHEDULE II ---- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                                 


     Column A            Column B    Column C      Column D       Column E
------------------      ----------  ----------    ----------    -------------
                                     Additions 
                        Balance at   charged to 
                        beginning    costs and                   Balance at
   Description          of period    expenses     Deductions    end of period
------------------      ----------  ----------    ----------    -------------

Allowance for doubtful 
  accounts deducted
  from accounts 
  receivable in the
  balance sheet   1998 $14,488,000  3,168,000      3,842,000 (1)  $13,814,000
                  1997 $16,703,000  2,844,000      5,059,000 (1)  $14,488,000
                  1996 $20,399,000 (2,049,000) (3) 1,647,000 (1)  $16,703,000




Allowance for 
  obsolete inventory
  deducted from 
  inventories in the
  balance sheet   1998 $36,508,000 19,346,000     24,605,000 (2)  $31,249,000
                  1997 $43,223,000 15,582,000     22,297,000 (2)  $36,508,000
                  1996 $34,441,000 24,189,000     15,407,000 (2)  $43,223,000




(1) Uncollectible accounts written off, net of recoveries.

(2) Obsolete inventory reduced to net realizable value.

(3) The Company provides its allowance for doubtful accounts on a
    specific identification basis.  In 1996, significant improvement
    in collection prospects on several large accounts occurred,
    resulting in reversal of amounts previously provided in the
    allowance for doubtful accounts.