AMENDMENT NUMBER TWO TO
                  LOAN AND SECURITY AGREEMENT


            This  AMENDMENT  NUMBER  TWO  TO  LOAN  AND  SECURITY
AGREEMENT  (this "Amendment") is entered into as of November  25,
1997,  by  and between Foothill Capital Corporation, a California
corporation  ("Foothill"),  on  the  one  hand,  and   Intergraph
Corporation, a Delaware corporation ("Borrower"), with  reference
to the following facts:

     A.   Foothill and Borrower heretofore have entered into that
          certain Loan and Security Agreement, dated as of December 20,
          1996 (as heretofore amended, supplemented, or otherwise modified,
          the "Agreement");

     B.   Borrower has requested Foothill to amend the Agreement
          to, among other things, extend the Maturity Date, increase the
          amount of the Term Loan and modify the Reserve in connection
          therewith, and increase the Maximum Amount, as set forth in this
          Amendment;

     C.   Foothill is willing to so amend the Agreement  in
          accordance with the terms and conditions hereof; and

     D.   All capitalized terms used herein and not defined
          herein shall have the meanings ascribed to them in the Agreement,
          as amended hereby.


           NOW, THEREFORE, in consideration of the above recitals
and  the  mutual premises contained herein, Foothill and Borrower
hereby agree as follows:

          1.        Amendments to the Agreement.

               a.        Section 1.1 of the Agreement hereby is amended by
adding the following new defined terms in alphabetical order:

                "Additional Term Loan" has the meaning set forth in Section 2.3.

                "Initial Term Loan" has the meaning set forth in Section 2.3.

                "Second  Amendment" means that certain Amendment
     Number  Two  to  Loan and Security Agreement,  dated  as  of
     November 25, 1997, between Foothill and Borrower.

                "Second  Amendment Closing Date" means the  first
     date on which all of the conditions to the effectiveness  of
     the  Second  Amendment  have been satisfied  (or  waived  or
     postponed  by Foothill in its sole discretion)  pursuant  to
     the terms thereof.

               b.        The following definitions contained in Section 1.1 of
the  Agreement are amended and restated in their entirety to read
as follows:

                    "Maximum Amount" means $125,000,000.

                      "Reserve"   means,  as  of  any   date   of
     determination, an amount equal to: (a) from  and  after  the
     Second Amendment Closing Date until December 31, 1997,  zero
     (-0-);  and  (b) thereafter, an amount equal the product  of
     (i)  $297,619  times  (ii)  the number  of  months  (or  any
     portions  thereof)  separating such date from  December  31,
     1997.  Without limiting the generality of the foregoing  and
     solely  by  way of example, the amount of the Reserve  would
     equal:  (x) zero (-0-) as of December 1, 1997; (y)  $297,619
     as  of  January 1, 1998; and (z) $595,238 as of February  1,
     1998.

               c.        Section 2.2(a)(ii) of the Agreement hereby is amended
and restated in its entirety to read as follows:

                                    (ii)   the  Letter of  Credit
               Usage  would  exceed the lower of (y) the  Maximum
               Revolving  Amount less the amount  of  outstanding
               Advances, or (z) $75,000,000, or

               d.        Section 2.3 of the Agreement hereby is amended and
restated in its entirety to read as follows:

                 2.3   Term  Loan.   Subject  to  the  terms  and
     conditions of this Agreement, Foothill: (a) agreed to make a
     term  loan to Borrower on the Closing Date (in the  original
     principal  amount of $20,000,000 (the "Initial Term  Loan");
     and  (b)  has  agreed  to make an additional  term  loan  to
     Borrower  on  the  Second  Amendment  Closing  Date  in  the
     original  principal  amount of $5,000,000  (the  "Additional
     Term  Loan";  the Initial Term Loan and the Additional  Term
     Loan  are  referred to, collectively, as the  "Term  Loan").
     The outstanding principal balance and all accrued and unpaid
     interest  under the Term Loan shall not be due  and  payable
     until the earlier to occur of (a) the Maturity Date, and (b)
     the  date of termination of this Agreement, whether  by  its
     terms,  by acceleration, or otherwise.  The unpaid principal
     balance of the Term Loan may not be prepaid in whole  or  in
     part.   All  amounts outstanding under the Term  Loan  shall
     constitute Obligations.

               e.        Section 3.4 of the Agreement hereby is amended and
restated in its entirety to read as follows:

               3.4  Term.  This Agreement shall become effective
     upon  the  execution  and delivery hereof  by  Borrower  and
     Foothill and shall continue in full force and effect  for  a
     term  ending on January 7, 2001 (the "Maturity Date").   The
     foregoing notwithstanding, Foothill shall have the right  to
     terminate  its obligations under this Agreement  immediately
     and  without  notice  upon  the occurrence  and  during  the
     continuation of an Event of Default.

               f.        Section 3.6 of the Agreement hereby is amended and
restated in its entirety to read as follows:

               3.6  Early Termination by Borrower.  Borrower has
     the  option, at any time prior to the Maturity Date and upon
     60  days prior written notice to Foothill, to terminate this
     Agreement  by  paying to Foothill, in cash, the  Obligations
     (including an amount equal to 102% of the undrawn amount  of
     the  Letters  of Credit), in full, together with  a  premium
     (the  "Early Termination Premium") equal to (a)  during  the
     first  30 months after the Closing Date, the product of  (i)
     0.10%  times (ii) the Maximum Amount times (iii) the  number
     of  months  (including partial months) remaining  until  the
     Maturity Date, (b) during the next 6 months, $1,000,000, and
     (c) thereafter, $500,000.

          2.        Representations and Warranties.  Borrower hereby
represents  and  warrants to Foothill that:  (a)  the  execution,
delivery, and performance of this Amendment and of the Agreement,
as  amended  by this Amendment, are within its corporate  powers,
have been duly authorized by all necessary corporate action,  and
are  not in contravention of any law, rule, or regulation, or any
order,  judgment,  decree,  writ, injunction,  or  award  of  any
arbitrator, court, or governmental authority, or of the terms  of
its charter or bylaws, or of any contract or undertaking to which
it  is a party or by which any of its properties may be bound  or
affected; and (b) this Amendment and the Agreement, as amended by
this  Amendment, constitute Borrower's legal, valid, and  binding
obligation, enforceable against Borrower in accordance  with  its
terms.

          3.        Conditions Precedent to Amendment.  The satisfaction of
each  of  the following on or before the Second Amendment Closing
Date,   unless   otherwise  specified  below,  shall   constitute
conditions precedent to the effectiveness of this Amendment:

               a.        Payment to Foothill by Borrower in immediately
available  funds of an amendment fee in the amount  of  $225,000,
which  fee  shall  be  fully  earned,  non-refundable,  due,  and
payable,  upon  the execution and delivery of this  Amendment  by
Foothill  and Borrower, and which fee Borrower hereby  authorizes
Foothill  to  charge  to  Borrower's loan  account.   Solely  for
reference  purposes  among Foothill and its participants  in  the
Obligations,  such  amendment fee  shall  be  segregated  into  3
components,  consisting  of  "Component  A"  in  the  amount   of
$100,000,  "Component B" in the amount of $62,500, and "Component
C" in the amount of $62,500;

               b.        Foothill shall have received the reaffirmation and
consent  of  each of the Obligors (other than Borrower)  attached
hereto  as  Exhibit  A,  duly  executed  and  delivered  by   the
respective authorized officials thereof;

               c.        Foothill shall have received each of the following
documents, duly executed, and each such document shall be in full
force and effect:

                    (1)  duly executed amendments of the
                         Mortgages and endorsements to the Mortgage Policies
                         as Foothill may require, in each case in form and
                         substance satisfactory to Foothill;

                    (2)  all required consents of Foothill's
                         participants in the Obligations to Foothill's
                         execution, delivery, and performance of this
                         Amendment and the commitments of such participants
                         (on terms and conditions satisfactory to Foothill)
                         to participate in the Obligations after giving effect
                         to this Amendment;

               d.        Foothill shall have received a certificate from the
Secretary  of Borrower attesting to the incumbency and signatures
of  authorized  officers of Borrower and to  the  resolutions  of
Borrower's  Board  of  Directors authorizing  its  execution  and
delivery  of this Amendment and the performance of this Amendment
and  the  Agreement as amended by this Amendment, and authorizing
specific officers of Borrower to execute and deliver the same;

               e.        Foothill shall have received an opinion of Borrower's
counsel  in  form and substance satisfactory to Foothill  in  its
sole discretion;

               f.        [intentionally omitted]

               g.        The representations and warranties in this Amendment,
the  Agreement as amended by this Amendment, and the  other  Loan
Documents shall be true and correct in all respects on and as  of
the  date  hereof,  as though made on such date  (except  to  the
extent that such representations and warranties relate solely  to
an earlier date);

               h.        No Event of Default or event which with the giving of
notice  or  passage of time would constitute an Event of  Default
shall  have  occurred and be continuing on the date  hereof,  nor
shall   result   from  the  consummation  of   the   transactions
contemplated herein;

               i.        No injunction, writ, restraining order, or other order
of   any   nature   prohibiting,  directly  or  indirectly,   the
consummation of the transactions contemplated herein  shall  have
been  issued  and  remain in force by any governmental  authority
against Borrower, Foothill, or any of their Affiliates;

               j.        The Collateral shall not have declined materially in
value from the values set forth in the most recent appraisals  or
field examinations previously done by Foothill; and

               k.        All other documents and legal matters in connection
with  the transactions contemplated by this Amendment shall  have
been  delivered or executed or recorded and shall be in form  and
substance satisfactory to Foothill and its counsel.

          4.        Condition Subsequent to Second Amendment and Related
Reserve.   Each  of  the following shall constitute  a  condition
subsequent to the Second Amendment:

               a.        Foothill shall have received searches reflecting the
filing of such supplemental financing statements as Foothill  may
require  (including  with  respect to  the  filing  offices  for:
Arizona; Hawaii; and Allegheny County, Pennsylvania); and

               b.        Foothill shall have received updates of the most recent
appraisals  of the Real Property Collateral and of the  Equipment
that were conducted on or prior to the Closing Date, in each case
satisfactory to Foothill.

Until such time as each of the conditions in this Section 4  have
been   satisfied,  and  notwithstanding  anything  in  the   Loan
Agreement  or the other Loan Documents to the contrary,  Foothill
may  create and maintain against the Borrowing Base an additional
reserve in the amount of $5,000,000.

          5.        Effect on Agreement.  The Agreement, as amended hereby,
shall  be and remain in full force and effect in accordance  with
its  respective terms and hereby is ratified and confirmed in all
respects.   The  execution, delivery,  and  performance  of  this
Amendment  shall  not  operate as  a  waiver  of  or,  except  as
expressly set forth herein, as an amendment, of any right, power,
or  remedy of Foothill under the Agreement, as in effect prior to
the date hereof.

          6.        Further Assurances.  Borrower shall execute and deliver
all agreements, documents, and instruments, in form and substance
satisfactory  to Foothill, and take all actions as  Foothill  may
reasonably request from time to time, to perfect and maintain the
perfection and priority of Foothill's security interests  in  the
Collateral  and  the Real Property, and to fully  consummate  the
transactions contemplated under this Amendment and the Agreement,
as amended by this Amendment.

          7.        Miscellaneous.

               a.        Upon the effectiveness of this Amendment, each
reference  in  the  Agreement to "this  Agreement",  "hereunder",
"herein",  "hereof"  or  words of like import  referring  to  the
Agreement  shall mean and refer to the Agreement  as  amended  by
this Amendment.

               b.        Upon the effectiveness of this Amendment, each
reference   in  the  Loan  Documents  to  the  "Loan  Agreement",
"thereunder",  "therein",  "thereof"  or  words  of  like  import
referring  to the Agreement shall mean and refer to the Agreement
as amended by this Amendment.

               c.        This Amendment may be executed in any number of
counterparts,  all of which taken together shall  constitute  one
and the same instrument and any of the parties hereto may execute
this  Amendment by signing any such counterpart.  Delivery of  an
executed counterpart of this Amendment by telefacsimile shall  be
equally   as  effective  as  delivery  of  an  original  executed
counterpart of this Amendment.  Any party delivering an  executed
counterpart of this Amendment by telefacsimile also shall deliver
an  original  executed  counterpart of  this  Amendment  but  the
failure  to  deliver an original executed counterpart  shall  not
affect  the validity, enforceability, and binding effect of  this
Amendment.
          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first written above.


                              FOOTHILL CAPITAL CORPORATION,
                              a California corporation


                              By /s/ Bryan Hamm
                                --------------------------
                              Title: Vice President
                                    ----------------------


                              INTERGRAPH CORPORATION, a Delaware corporation


                              By /s/ Larry J. Laster
                                ----------------------------
                              Title: Executive Vice President
                                    -------------------------

                           EXHIBIT  A

                   Reaffirmation and Consent

                 All  capitalized  terms  used  herein  but   not
otherwise defined herein shall have the meanings ascribed to them
in  that  certain  Amendment Number  Two  to  Loan  and  Security
Agreement, dated as of November 25, 1997 (the "Amendment").  Each
of the undersigned hereby (a) represents and warrants to Foothill
that   the   execution,   delivery,  and  performance   of   this
Reaffirmation and Consent are within its corporate  powers,  have
been  duly authorized by all necessary corporate action, and  are
not  in  contravention of any law, rule, or  regulation,  or  any
order,  judgment,  decree,  writ, injunction,  or  award  of  any
arbitrator, court, or governmental authority, or of the terms  of
its charter or bylaws, or of any contract or undertaking to which
it  is a party or by which any of its properties may be bound  or
affected; (b) consents to the amendment of the Agreement  by  the
Amendment;  (c) acknowledges and reaffirms its obligations  owing
to  Foothill  under  the  Pledge Agreement  and  any  other  Loan
Documents to which it is party; and (d) agrees that each  of  the
Pledge  Agreement and any other Loan Documents to which it  is  a
party  is  and  shall remain in full force and effect.   Although
each  of  the  undersigned has been informed of the  matters  set
forth  herein  and  has  acknowledged  and  agreed  to  same,  it
understands that Foothill has no obligation to inform it of  such
matters in the future or to seek its acknowledgement or agreement
to  future  amendments, and nothing herein shall  create  such  a
duty.


                              M&S  COMPUTING INVESTMENTS, INC., a
                              Delaware corporation


                              By /s/ Larry J. Laster
                                ------------------------------
                              Title: Treasurer
                                    --------------------------


                              INTERGRAPH DELAWARE, INC., a Delaware
                              corporation


                              By /s/ Larry J. Laster
                                ------------------------------
                              Title: Treasurer
                                    --------------------------