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                            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, 2001

                                 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
        incorporation or organization)   Identification No.)


              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, 2002, there were 49,919,242 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 $706,614,000 based on the closing  sale
price  of  such  stock  as reported by The Nasdaq  Stock  Market  on
January  31,  2002,  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, 2001                        Part I, Part II, Part IV




                             PART I

ITEM 1.   BUSINESS


Overview

   Intergraph Corporation (the "Company"), founded in 1969, is  a
worldwide provider of end-to-end technical solutions and  systems
integration  services.   The Company's industry-focused  business
segments  develop, market, and support software and services  for
local  and  national  governments,  and  for  global  industries,
including   process,   power,   and   offshore;   utilities   and
communications;   mapping  and  geographic  information   systems
("GIS"); earth imaging; and public safety.

   The Company's business segments offer software solutions based
on  Microsoft Corporation's Windows operating systems.  This open
technology foundation enables the Company's software products  to
interoperate   with   thousands  of   third-party   Windows-based
technical  and  business  applications.  The  Company's  business
segments  also  offer  related professional services  to  satisfy
engineering, design, modeling, analysis, mapping, and information
technology  needs.   Products  and  services  are  sold   through
industry-focused  direct  and indirect channels  worldwide,  with
United  States  and European revenues representing  approximately
81% of total revenues for 2001.


Background

   Until  the  mid-1990s, high-end technical  computing  required
tremendous  processing  and  graphics  capabilities   that   were
available  only  from  mainframes,  minicomputers,  and   reduced
instruction  set computing ("RISC")-based  workstations,  running
the   UNIX  operating  system,  including  Intergraph's   Clipper
workstations.  However, in 1992, the Company began  evaluating  a
transition  from  its  Clipper  RISC  microprocessor   to   Intel
Corporation   ("Intel")  microprocessors,  and   from   UNIX   to
Microsoft's Windows NT operating system.  In late 1992, based  on
commitments  from Intel, 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.  The Company, therefore,  chose  to
migrate  products  from its own Clipper microprocessor  to  Intel
microprocessors, and from the UNIX operating system to  Microsoft
Windows NT.

    The   Company   ceased  development  of  the   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 microprocessors.  The Company chose to use
only  Intel microprocessors and to focus its efforts and branding
on  its  core  capabilities, specifically  very  high-performance
computational  and  3D  graphics  capabilities.   The   Company's
transition  from its proprietary hardware to Intel-based  systems
was  substantially completed during 1994.  From  then  until  the
Company   exited  the  high-end  workstation  market   in   2000,
substantially all of the Company's hardware sales were of  Intel-
based  systems.  In the mid-1990s,  the  Company  also  completed
the   development   effort   to  port  its   technical   software
applications to the Windows NT operating system, and made Windows
NT available on all its workstations.

   In 1996, a dispute disrupted relations between the Company and
Intel,  causing  significant delays  in  the  Company's  hardware
development   and  manufacturing  cycles.   Unable   to   acquire
technical  information  crucial to its product  development,  the
Company  could  not introduce new hardware lines on  a  timetable
competitive  with other hardware vendors.  As a consequence,  the
Company  was  unable to compete favorably in the high-performance
Intel  processor-powered workstation markets.  In November  1997,
the  Company  filed  suit  against  Intel  for  illegal  coercive
actions,  patent  infringement, and  antitrust  violations.   The
antitrust portion of the case was dismissed, and a trial date  of
January 2003 has been set in the U.S. District Court, Birmingham,
Alabama,  for the patent infringement and state tort claims.   On
July  30,  2001,  the Company filed a separate  lawsuit  in  U.S.
District  Court,  the Eastern District of Texas,  charging  Intel
with  infringement  of  two  Intergraph  patents  pertaining   to
parallel  instruction computing ("PIC").  The  complaint  alleges
that Intel's  IA-64  EPIC(TM) (explicitly  parallel   instruction
computing) architecture, infringes the Company's two PIC patents.
This lawsuit  is scheduled to go to trial in July 2002.  See Item
3,  Legal Proceedings, following, and Management's Discussion and
Analysis   of  Financial  Condition  and  Results  of  Operations
contained in the Company's 2001 Annual Report, portions of  which
are  incorporated  by reference in this Form 10-K  Annual  Report
("MD&A"),  for further discussion of the Company's  dispute  with
Intel  and its effects on the Company's business and consolidated
operating results.

   Over  the  past four years, the Company has taken  significant
measures  to  reduce  its  losses and  return  to  profitability,
including extensive reductions in its workforce and the  sale  of
several  non-core  business units and assets.  In  October  1999,
having  suffered irreparable damage as a result  of  the  dispute
with  Intel, the Company exited the personal computer and generic
server  businesses, and in the third quarter 2000 it  exited  the
development  and  design of most of its hardware  products.   The
Company returned to profitability in 2001.  Each of the five core
businesses, and the Company as a whole, were profitable in  every
quarter  of  2001.   For  further  information  regarding   these
actions, see MD&A.

  The Company believes that its software applications strategy is
the  best  available  choice  for its customers;  however,  other
software  applications  are available  in  the  market,  and  the
Company  competes with companies with greater financial resources
in  each  of the markets it serves.  Further improvement  in  the
Company's operating results depends on further market penetration
through   its   ability   to   accurately   anticipate   customer
requirements  and  technological  trends  and  to   rapidly   and
continuously   develop  and  deliver  new   products   that   are
competitively  priced,  offer  enhanced  performance,  and   meet
customers' requirements for standardization and interoperability.
Success will also depend on the Company's ability to successfully
implement  its strategic direction, which includes the  operation
of  independent  vertical business segments.   In  addition,  the
Company continues to face high legal expenses of unknown duration
because of its dispute with Intel.


Discontinued Operation

   On  October  31,  1999,  the Company sold  its  VeriBest, Inc.
operating segment.  For further information regarding the sale of
VeriBest, see MD&A.


Business Segments

   Effective for 2001, the Company's operations are divided  into
five  separate  business segments.  These business  segments  are
focused  on  specific  vertical  markets  in  which  the  Company
considers  itself to be a leader or sees the potential  to  lead.
The  Company's  2001 business segments are Intergraph  Government
Solutions;  Intergraph  Mapping  and  GIS  Solutions;  Intergraph
Process,  Power  &  Offshore;  Intergraph  Public  Safety  (which
includes Public Safety and Utilities and Communications); and Z/I
Imaging.   Each  is  discussed  in  further  detail  below.   For
additional information regarding the Company's business segments,
including financial information for 2001, see MD&A and Note 12 of
Notes  to  Consolidated  Financial Statements  contained  in  the
Company's  2001 Annual Report, which are incorporated  herein  by
reference ("Notes to Consolidated Financial Statements").


Intergraph Government Solutions ("IGS")
---------------------------------------

   Intergraph Government Solutions is a professional services and
solutions    company   that   provides   management   consulting,
technology,  and  integrated  solutions  in  the  commercial  and
government  sectors.  IGS partners with clients to achieve  their
vision, mission, and goals through intelligent deployment of best
practices  and  information  technology  ("IT").   IGS   combines
experience in dozens of technical fields with offerings  covering
the gamut of services capabilities and products:  IT integration,
systems   and  networking,  installation  management,  management
consulting,  help  desk services, multi-vendor  maintenance/field
support,  ruggedized hardware solutions, video  analysis  systems
and services, and Integrated Ship Design and Production software.

   IGS  operates two divisions, the Government Solutions Division
("GSD")  and  the  Federal Hardware Solutions  Division  ("FHS").
These  divisions encompass four business units that serve focused
markets  or  industries.  Three of the four  business  units  are
organized under GSD.  The Department of Defense ("DOD")  business
unit serves the U.S. Air Force, Joint Operations, U.S. Naval  Air
Systems  Command,  the  U.S.  Army,  and  NASA.   With  long-term
contract  vehicles such as CAD-2 and GSA, the DOD  business  unit
remains  the  largest  within IGS.  The  Marine  and  Life  Cycle
Solutions business unit provides integrated data environments for
the  U.S.  Naval Sea Systems Command, the U.S. Coast  Guard,  and
commercial  shipyards in the United States and around the  world.
The  Commercial/State and Local Government business  unit  serves
three  distinct  markets.   First, the unit  delivers  integrated
information  management systems to federal and state  departments
of  transportation,  state  and local  government  agencies,  and
transportation organizations.  Second, the unit supplies  product
data  management and collaborative product commerce  services  to
consumer  product,  medical  device, and  discrete  manufacturing
industries.  Third, the unit provides local and wide area network
planning and implementation, electronic-business, IT outsourcing,
and  help  desk  solutions  to commercial  markets.   The  fourth
business  unit,  organized under FHS, develops,  implements,  and
supports   ruggedized  hardware  for  use  in   harsh   operating
environments,  and video analysis products and services  for  the
DOD and federal, state, and local law enforcement agencies.


Intergraph Mapping and GIS Solutions ("IMGS")
---------------------------------------------

   Intergraph  Mapping  and  GIS Solutions  has  been  a  leading
provider of mapping, GIS, and cartographic software and solutions
for  more than twenty-five years.  IMGS, an acknowledged  pioneer
in  the industry, provides products and services, open technology
and data integration, and partners and people to  help  customers
implement successful solutions.

    IMGS  serves  government agencies and commercial  enterprises
with  end-to-end  geospatial solutions for  cartography  and  map
production  and enterprise-wide mapping and GIS.   IMGS  products
and  industry-specific solutions support government agencies  and
commercial   enterprises  worldwide,  including   local,   state,
federal,   and  national  governments;  transportation  agencies;
mapping  agencies; the military; civil aviation authorities;  and
educational institutions.

   IMGS   solutions   include  the  GeoMedia(R),   Modula(R)  GIS
Environment  ("MGE"),  and  Digital  Cartographic  Studio ("DCS")
platforms.  The  GeoMedia product  suite   integrates  geospatial
information  throughout  the  enterprise,  while  providing   the
necessary tools to develop business-to-business and custom client
applications.   MGE provides  production-ready  capabilities  for
automating, managing, analyzing, and  presenting GIS data, and is
interoperable with GeoMedia. DCS provides a suite of cartographic
tools to  produce aesthetically pleasing, clear, and concise maps
and charts.   DCS tools  may  also  be used to support production
and  revision  of topologically clean databases for mapping.

  The  IMGS  professional  services team  provides  clients  with
quality consulting services to implement state-of-the-art mapping
and GIS technologies and tools.  The team offers a broad range of
services   from   consulting  and  project  management   to   Web
development and training.

  IntelliWhere(TM), a division of IMGS,  addresses  the  emerging
technologies  of  wireless Internet and  location-based  services
("LBS").   This division's products leverage GeoMedia  technology
to  provide  LBS solutions that are device and data  independent.
IntelliWhere  focuses  on enterprises with mobile  workforces  in
markets  such  as  transportation, state  and  local  government,
telecommunications,  utilities,  the  military,   and   emergency
response.


Intergraph Process, Power & Offshore ("PP&O")
---------------------------------------------

   Intergraph  Process,  Power & Offshore supplies  software  and
services   to   the   process,  power,  and  offshore   petroleum
industries.   The  segment  focuses  on  integrated  life   cycle
engineering solutions for design and information management, with
emphasis  on  engineering information as well  as  materials  and
procurement  management, and on the linkage  of  engineering  and
business systems.

    For  more  than  23  years,  engineering,  procurement,   and
construction  ("EPC")  contractors and  facility  owner/operators
have   used  the  segment's  software  and  services  to  design,
construct,  operate, and maintain facilities  for  petrochemical,
chemical,  pharmaceutical, food and beverage, oil and gas,  power
generation, pulp and paper, and mining industries.  The segment's
engineering  and  information management solutions  increase  the
value  of  plant  data  by facilitating  capture  and  re-use  of
information  throughout the life cycle of a plant,  resulting  in
significant productivity gains and operational efficiencies.

   The  segment's  most  prominent  brands include PDS(TM) (Plant
Design System), SmartPlant(R), MARIAN(TM), and INtools(TM).

   PDS  is  a  comprehensive, intelligent engineering and  design
application  that consists of integrated 2D and 3D modules  which
correspond to tasks in the plant and rig design workflow.

   SmartPlant  software includes SmartPlant Foundation  (formerly
Notia)  for  engineering information management, SmartPlant  P&ID
for  intelligent piping and instrumentation diagrams,  SmartPlant
Review  for  3D visualization, SmartPlant Explorer for enterprise
information access and reports, and SmartSketch for 2D CAD.

   MARIAN  and  the  Web-enabled eMARIAN comprise  an  integrated
materials,  procurement,  and  supply  chain  management  system.
INtools is an integrated instrumentation engineering package.

   The  segment  continues  its development  of  The  Engineering
Framework  (a  collaborative engineering workflow management  and
standards-based  integration architecture for design  engineering
tools)  and  an  advanced, next-generation shipbuilding  software
product for the design of commercial and military vessels.

  To better reflect the industries it serves, the segment changed
its  name  from  Intergraph  Process  &  Building  Solutions   to
Intergraph Process, Power & Offshore in January 2002.


Intergraph Public Safety ("IPS")
--------------------------------

  In January 1997, Intergraph Public Safety, Inc. was established
as   a  wholly  owned  subsidiary  of  the  Company.   Intergraph
Utilities  &  Communications was combined with the Public  Safety
business  in  January 1999.  The Public Safety division  provides
total  public safety solutions and is recognized worldwide  as  a
leading supplier of public safety systems.

   Public  Safety  develops,  markets, implements,  and  supports
software  solutions for law enforcement organizations,  fire  and
emergency  medical  services, airports, military  and  commercial
security forces, and automobile clubs for roadside assistance.

   Public Safety products provide a complete solution for  public
safety  agencies.   IPS was the first vendor to  offer  map-based
computer-aided dispatching, and it expanded the product  offering
to include records and jail management systems, mobile solutions,
and  Web-enabled products that help disseminate information  from
the  central  communications server.   Together,  these  products
represent an integrated solution for dealing with the life  cycle
of  public  safety information.  IPS' dispatch  technology  is  a
complementary application to the mainstream geospatial  products,
such as FRAMME and the new G/Solutions products.

    Intergraph   Utilities  &  Communications  solutions   assist
electric,  gas,  pipeline, water/wastewater,  and  communications
companies in the automated management of their facility  network.
For  utilities,  these  solutions  contain  all  the  information
necessary for distributing energy services to customers, tracking
distribution,    and   managing   service    disruptions.     For
communications   companies,  these  solutions  automate   network
facility  mapping, planning, design, and maintenance  activities.
Geospatial  Resource Management solutions spatially  enable  this
information  by integrating GIS with operational support  systems
(such  as  outage analysis and mobile workforce/work management).
They  also  provide  real-time information for customer  service,
thereby   increasing   operational  efficiency   enterprise-wide.
Dedicated  to  streamlining the entire  workflow,  the  InService
suite   of   products  addresses  outage  management,   workforce
management, crew dispatch, and mobile data needs.


Z/I Imaging, Inc.  ("Z/I Imaging")
----------------------------------

   Z/I Imaging, a 60%-owned subsidiary of the Company, was formed
in  October  1999  to  develop, market,  and  sell  Windows-based
imaging  solutions  for earth imaging.  Z/I  Imaging's  solutions
include   aerial   cameras;  photogrammetric   scanners;   stereo
workstations; and image management, processing, and  distribution
software.   The  imaging software includes  enterprise  solutions
that  combine  the power of a client/server image management  and
distribution  system with a high-performance  imaging  engine  to
quickly provide the information needed.

   Using TerraShare(TM) as the foundation of the enterprise
system, Z/I  Imaging provides a modular client/server system that
manages  geoimaging   data  (images, digital terrain models,  and
digitized raster  graphics) from acquisition  to  exploitation to
storage to distribution.  TerraShare is a family of products that
offers  individual   modules   for   photogrammetric  production,
managing  orthophotos  on   the   users'  GIS  and  CAD desktops,
collaborative  production,   Internet   distribution   and  more.
TerraShare addresses the   image   management   and  distribution
needs  of  geoimaging producers and  distributors.  Because it is
fully integrated  in Microsoft  Windows Explorer, users can
immediately  use  familiar tools.   The modular approach makes it
easy to customize   systems  to meet specific  workflows  leading
to  a  more  productive  environment  and  positive   return   on
investment.

   Z/I Imaging offers nonproprietary solutions, enabling industry
and  government  professionals to use  them  as  a  front-end  to
mapping,  GIS, and civil engineering software from a  variety  of
leading  vendors.  The segment is investing in the  earth-imaging
industry  with  extensive  research and  development  efforts  to
create   new   digital  products  for  photogrammetry,   airborne
reconnaissance, aerial mapping, and image distribution.


Product Development

   The  Company  believes a strong commitment to ongoing  product
development  is critical to success in the markets  in  which  it
competes.

   Product development expenditures include all costs related  to
designing  new or improving existing products.  During  the  year
ended  December  31,  2001, the Company  expensed  $53.9  million
(10.1% of revenues) for the product development activities of its
continuing  operations  compared  to  $56.3  million   (8.2%   of
revenues) in 2000, and $62.6 million (6.8% of revenues) in  1999.
See  MD&A for further discussion of product development expenses,
including portions capitalized and their recoverability.

   The  markets  in  which the Company's business  units  compete
continue  to  be  characterized by  rapid  technological  change,
resulting 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  operating results of the  Company  and  its
competitors will continue to depend on the ability to  accurately
anticipate customer requirements and technological trends, and to
rapidly  and  continuously develop and deliver new products  that
are  competitively priced, offer enhanced performance,  and  meet
customers' requirements for standardization and interoperability.


Manufacturing and Sources of Supply

   In fourth quarter 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
outsourced   to   SCI   the  responsibility   for   manufacturing
substantially  all  of  the  Company's  hardware  products.    In
November      2001,   the   Company's  three-year   manufacturing
agreement   with   SCI  expired,  completing  its   manufacturing
obligations  associated  with  the  closure  of  the   Intergraph
Computer  Systems business unit.  For a complete  description  of
these  transactions  and their impact on the Company's  operating
results  and cash flows, including exposures associated with  the
SCI  contract,  see  Note  15 of Notes to Consolidated  Financial
Statements.

  The Company maintains inventories to meet its hardware warranty
and  service  obligations,  and two  of  the  Company's  business
segments  continue  light manufacturing and assembly  operations.
All  other business segments purchase hardware from third parties
for  resale to customers.  The Company is not required  to  carry
extraordinary amounts of inventory to meet customer demands.


Sales and Support

  Sales. The Company's products are sold through a combination of
direct  and  indirect  channels  in  approximately  56  countries
worldwide.   Direct  channel sales, which  provide  most  of  the
Company's  revenues, are generated by the Company's direct  sales
force   through  sales  offices  in  approximately  43  countries
worldwide.   The efforts of the direct sales force are  augmented
by  sales  through indirect channels, including  dealers,  value-
added resellers, distributors, and systems integrators.

   Each  of the Company's business units maintains its own  sales
force.   Selling  efforts are organized along key industry  lines
for  their  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  its  technical
solutions  and  integration services.  Customer support  includes
pre-installation    guidance,    customer    training,    on-site
installation,    project    management,    hardware    preventive
maintenance,  repair services, 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  Company  believes  that  its   hardware
maintenance revenue will continue to decline as a result  of  its
exit  from  the  hardware  business;  however,  the  decline   in
maintenance  revenues may be partially offset by  growth  in  the
Company's   professional  services  business.   The  Company   is
endeavoring  to  grow its services business,  but  revenues  from
these services typically fluctuate significantly from quarter  to
quarter  and produce lower gross margins than systems or software
maintenance revenues.


International Operations

   International markets, particularly Europe and Asia,  continue
in importance to each of the Company's operating segments.  Sales
outside the United State represented approximately 47% and 52% of
total revenues  in  2001  and 2000, respectively.   European  and
Asia Pacific revenues represented approximately   28%   and   9%,
respectively, of total revenues in 2001, compared to 27% and 12%,
respectively, in 2000.  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 across Europe.  European subsidiaries are
supported by service and technical assistance operations  located
in  The  Netherlands.  Outside of Europe, the Company's  products
are  sold and supported through a combination of subsidiaries and
distributorships.   At  December  31,  2001,  the   Company   had
approximately 780 employees in Europe, 580 employees in the  Asia
Pacific   region,  and  480  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  United  States, but the most significant  of  these
operations  with respect to currency risk are located  in  Europe
and  Asia.   During  2001, local currencies were  the  functional
currencies  for  the Company's European subsidiaries.   The  U.S.
dollar  was  the functional currency for all other  international
subsidiaries in 2001; however, the Company's Canadian  subsidiary
changed its functional currency from the U.S. dollar to its local
currency  in  January 2002.  See Note 1 of Notes to  Consolidated
Financial  Statements for a description of the  Company's  policy
for managing the currency risks associated with its international
operations.

   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
continues  to experience slow collections throughout  the  Middle
East  region,  particularly  in  Saudi  Arabia,  which  was  sold
effective  July  2001.   Total accounts  receivable  from  Middle
Eastern  customers was approximately $13 million at December  31,
2001,  and  $18 million at December 31, 2000.  This  number  will
continue  to  decrease  as a result of  the  2001  conversion  of
several   of   the   Company's  Middle  East  subsidiaries   into
distributorships.

    For   further   discussion  of  the  Company's  international
operations,  see  MD&A  and  Notes 1,  5,  and  12  of  Notes  to
Consolidated Financial Statements.


U.S. Government Business

    Total revenue from  the  U.S.  government  was  approximately
$143 million in 2001, $132 million  in  2000,  and $149   million
in 1999, representing approximately 27% of total revenue in 2001,
and 19% and 16% of revenue in 2000  and  1999, respectively.  The
majority of these revenues are attributed  to  the  IGS  business
segment.

   The  Company  sells  to  the U.S. government  under  long-term
contractual   arrangements,   primarily   indefinite    delivery,
indefinite quantity, and cost-based contracts, and through  sales
of  commercial  products  not  covered  by  long-term  contracts.
Approximately  69%  of  the  Company's  2001  federal  government
revenues  was  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 IGS 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, 2001, and 2000,  accounts
receivable  from the U.S. government totaled approximately  $27.7
million and $28 million, respectively.


Backlog

  An order is entered into backlog only when the Company receives
a  purchase  order  or a signed contract from  a  customer.   The
Company's  backlog of unfilled orders at December 31,  2001,  and
2000,   was   $231   million  and  $268  million,   respectively.
Substantially  all  of  the December 2001 backlog  of  orders  is
expected to be earned and recognized as revenue in 2002.

   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  markets  in  which the Company competes  continue  to  be
characterized  by intense price and performance competition.   To
compete  successfully,  the  Company  and  others  serving  these
markets  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 and its competitors  engage  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.

   The  Company's competition varies among its business segments.
IGS  offers  a  wide  range  of  service-oriented  solutions   to
government  and commercial entities.  The primary competitors  in
this  diverse  market  are  considered to  be  Computer  Sciences
Corporation    ("CSC"),   Science   Applications    International
Corporation ("SAIC"), International Business Machines Corporation
("IBM"), Electronic Data Systems ("EDS"), CACI International, and
Perot Systems.

   The  primary competitors of IMGS are ESRI, Autodesk Inc.,  and
MapInfo Corporation.

   Process, Power & Offshore competes with the software  products
and  services  of  Aveva (including Cadcentre), Bentley  Systems,
Inc.  ("BSI")  (an  approximately  31%-owned  affiliate  of   the
Company),   Rebis   Industrial  Workgroup   Software,   Dassault,
Systemes, and several smaller companies.

   IPS  considers its primary competitors to be Motorola/Printrak
International, Inc., Litton PRC, CompuDyne, and TriTech  Software
Systems  in  the Public Safety market, and ESRI and GE/Smallworld
in  the  Utilities and Communications GIS markets.  In the Outage
and  Workforce Management market, key competitors are  CES,  M3i,
GE/Smallworld, and MDSI.

   The  primary competitor of Z/I Imaging is LH Systems,  LLC,  a
wholly  owned  subsidiary  of Leica Geosystems  GIS  and  Mapping
Division.    Other   competitors  in   the   reconnaissance   and
photogrammetry  businesses  include Recon/Optical,  Inc.,  DAT/EM
Systems  International,  ISM, INPHO, Autometric  Incorporated  (a
subsidiary  of  The Boeing Company), and ERDAS,  a  wholly  owned
subsidiary of Leica Geosystems.

   Several  companies with greater financial resources  than  the
Company  are active in the markets it serves, particularly  those
served  by  its IGS business segment.  The Company believes  that
its  experience  and  ability  to  provide  total  solutions  and
services  gives  it an advantage over vendors  who  provide  only
software, hardware, or services.


Environmental Affairs

   The  Company's  facilities are subject to  numerous  laws  and
regulations designed to protect the environment.  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 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  products.  Similarly, trademark  rights  held  by  the
Company  are used to preserve and protect the reputation  of  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, which was used
in  the  Company's  workstation and server  products,  is  widely
available,   and  many  companies,  including  Intergraph,   have
developed  and  continue to develop patent  positions  concerning
technological   improvements  related  to   personal   computers,
workstations, and servers.  It does not appear that  the  Company
will  be prevented from using the technology necessary to support
existing   products,  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.

  In addition, computer software technology is increasingly being
protected  by patents, and many companies, including  Intergraph,
are developing patent positions for software innovations.  It  is
unknown  at  the  present time whether various patented  software
technology  will  be made generally available under  license,  or
whether specific innovations will be held by their inventors  and
not  made available to others.  In many cases, it may be possible
to  employ software techniques that avoid the patents of  others,
but  the  possibility exists that some features needed to compete
successfully in a particular segment of the software  market  may
be  unavailable  or  may require an unacceptably  high  cost  via
royalty  arrangements.  Patented software techniques that  become
de  facto industry standards are among those that may raise costs
or  may  prevent  the  Company  from  competing  successfully  in
particular markets.

   An  inability 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 markets in which the
Company   competes,  could  significantly  reduce  the  Company's
revenues and adversely affect its results of operations.


Risks and Uncertainties

  In  addition  to  those described above and in  Item  3,  Legal
Proceedings, the Company has risks and uncertainties  related  to
its  business and operating environment.  See MD&A and Note 2  of
Notes to Consolidated Financial Statements for further discussion
of these risks and uncertainties.


Employees

  At  December  31,  2001,  the Company had  approximately  4,300
employees.   Of these, approximately 1,840 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 development centers
are  located  in  Huntsville,  Alabama.   All  of  the  Company's
business segments have headquarters located within the Huntsville
facilities.   The  business  segments  also  maintain  sales  and
support facilities throughout the world.

   The  Company owns approximately 1,400,000 square feet of space
in  Huntsville, of which approximately 1,000,000 square  feet  is
utilized for product development, sales, and administration.  The
remaining  400,000 square feet is leased or available for  lease.
The  Company also owns approximately 600 acres of unoccupied land
adjacent  to  its  Huntsville facilities.  The Company  maintains
sales  and  support  locations in major U.S.  cities  outside  of
Huntsville through operating leases.

   Outside the United States, the Company owns 90,000 square feet
of  office  space,  primarily in the United Kingdom.   Sales  and
support   facilities   are   leased  in   the   Company's   other
international locations.

   The  Company considers its facilities to be in excess  of  its
requirements,  and efforts are underway to lease or  sell  excess
facilities.



ITEM 3.   LEGAL PROCEEDINGS

  The  Company filed a legal action on November 17, 1997, in U.S.
District Court for the Northern District of Alabama, Northeastern
Division  (the "Alabama Court"), charging Intel Corporation  with
unlawful anti-competitive business practices.  Intergraph alleges
that  Intel  attempted to coerce the Company  into  relinquishing
certain  computer hardware patents to Intel 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 infringed upon the Company's  patents.   The
Company's patents (the "Clipper Patents") define the architecture
of  the cache memory of Intergraph's Clipper microprocessor.  The
Company  believes  this architecture is at the  core  of  Intel's
Pentium  line of microprocessors and systems.  Intel's Pentium  4
processor  was  not commercially available at  the  time  of  the
filing of the lawsuit; however, the Company has reason to believe
that  Intel's Pentium 4 processor infringes the Company's Clipper
patents.   On December 3, 1997, the Company amended its complaint
to include a count alleging violations of federal antitrust laws.
Intergraph  asserted 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 enjoined Intel from 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.  On April 16, 1998, Intel appealed  to
the  United States Court of Appeals for the Federal Circuit  (the
"Appeals  Court"),  and on November 5, 1999,  the  Appeals  Court
vacated the preliminary injunction that had been entered  by  the
Alabama  Court.  This ruling by the Appeals Court did not  impact
the  Company's  operations due to an Agreement and Consent  Order
which  Intel  entered  into  with the  Federal  Trade  Commission
("FTC") on March 17, 1999, not to restrict sales or take coercive
actions  such  as  those alleged by the Company  in  its  lawsuit
against Intel.

  On  June 17, 1998, Intel filed its answer in the Alabama  case,
which included counterclaims against Intergraph, including claims
that Intergraph had 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  patents
asserted by Intel.  On January 11, 2002, Intel stipulated to  the
dismissal  of  one  of  the  alleged counterclaim  patents.   The
Company    continues   to   vigorously   defend   the   remaining
counterclaims.   The  Company  does  not  believe  that   Intel's
remaining  counter-claims, including Intel patent  counterclaims,
will result in a material adverse consequence for the Company.

  On  June  17,  1998,  Intel filed a motion before  the  Alabama
Court  requesting a determination that Intel is licensed  to  use
the Clipper Patents.  This "license defense" was based on Intel's
interpretation  of  the  Company's acquisition  of  the  Advanced
Processor  Division  of  Fairchild Semiconductor  Corporation  in
1987.   On  September 15, 1998, the Company filed a cross  motion
with  the  Alabama Court requesting summary adjudication  of  the
"license defense" in favor of the Company.  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.   On December 6, 1999, in order to obtain  protection
under  the aforementioned FTC Consent Order, the Company withdrew
its  request for a patent injunction against Intel's  P5  and  P6
families  of  microprocessors.   (Intel's  P5  and  P6  processor
families  include  the  Pentium, Pentium  Pro,  Pentium  II,  and
Pentium  III  microprocessors, but specifically  exclude  Intel's
Pentium   4,   Pentium   4   Xeon,  and   Itanium   families   of
microprocessors.)  On June 4, 1999, the Alabama Court granted the
Company's September 15, 1998, motion and ruled that Intel had  no
license to use the Company's Clipper Patents; however, on October
12,  1999, the Alabama Court reversed its June 4, 1999, order and
dismissed  the Company's patent claims against Intel  based  upon
Intel's  "license  defense."  The Company  appealed  the  Alabama
Court's  October  12, 1999, order to the United States  Court  of
Appeals  for the Federal Circuit.  On March 1, 2001, the  Appeals
Court  reversed  the October 12, 1999, decision  of  the  Alabama
Court,  specifically holding that Intel was never licensed  under
the Company's Clipper patents.  On March 15, 2001, Intel filed  a
petition for rehearing with the Appeals Court, requesting that it
reconsider  its  March  1,  2001, decision.   The  Appeals  Court
subsequently denied Intel's motion for reconsideration  on  April
9,  2001.   Intel  has  no further recourse with  regard  to  the
assertion  of  the "license defense."  The Company believes  that
the  Federal Circuit's March 1, 2001, patent license decision  is
well supported by law and fact, and the Company will continue  to
aggressively pursue its patent case for the payment of  royalties
by  Intel  for  their use of the Company's Clipper technology  in
Intel's Pentium line of products.

  On   March  10,  2000,  the  Alabama  Court  entered  an  order
dismissing  the antitrust claims of the Company.  This  dismissal
was  based  in  part upon a February 17, 2000,  decision  by  the
Appeals Court in another case (CSU v. Xerox).  On April 26, 2000,
the Company appealed this dismissal to the United States Court of
Appeals  for  the  Federal Circuit.  The oral argument  for  this
appeal   was   heard  on  March  5,  2001.   The  Appeals   Court
subsequently  denied the Company's appeal on June 8,  2001.   The
Company  does  not  believe that the dismissal of  the  antitrust
appeal  will materially affect the Company's remaining claims  or
the value of the overall lawsuit.

  On  March  17,  2000, Intel filed a series of  motions  in  the
Alabama Court to dismiss certain Alabama state law claims of  the
Company.   The Company filed its responses to Intel's motions  on
July  17, 2000, together with its own motions to dismiss  certain
Intel counterclaims.  Intel's responses were filed on November 3,
2000.   The Alabama Court has taken the motions under submission.
No  oral  argument has been scheduled, and no decision  has  been
entered by the Alabama Court.

  The  trial  date for this case, previously scheduled  for  June
2000, has been continued until on or after January 1, 2003.  Even
though the parties have not been required by the Alabama Court to
participate  in any court-ordered dispute resolution  procedures,
the  parties  have agreed to include the Alabama  claims  in  the
court-ordered mediation in the Texas case (see the discussion  on
court-ordered  mediation in the following section  on  the  Texas
litigation).

  On  July  30,  2001,  the Company filed a  patent  infringement
lawsuit against Intel in the United States District Court, in the
Eastern  District of Texas.  The Company has asserted allegations
that  two patents relating to PIC are infringed by Intel's  IA-64
EPIC  (explicitly  parallel  instruction  computing)  processors,
including  but  not  limited  to  Intel's  Itanium  and  McKinley
processors.   The Company is seeking to prohibit Intel's  use  of
the Company's patented PIC technology through the enforcement  of
a  patent injunction.  The case is set for trial on July 1, 2002.
Pursuant  to local court rules, and the scheduling order  of  the
Texas Court, the case is set for court-ordered mediation, with  a
court-appointed  mediator on April 3,  2002.   The  parties  have
agreed  that  the  mediation will address all pending  litigation
matters   between  the  parties,  which  currently  include   the
Company's  Alabama Clipper claims and Alabama state  law  claims,
the Texas PIC claims and a patent inference action pending in the
U.S. Patent & Trademark Office.

   During  the  course of the Intel litigation, the  Company  has
employed a variety of experts to prepare estimates of the damages
suffered by the Company under various claims of injury brought by
the  Company.   The following supplemental damage estimates  were
provided  to Intel in August 2001 in due course of the litigation
process:  estimated damages for injury covered  under  non-patent
claims  of $194 million in lost profits, and estimated additional
damages  for injury covered under non-patent claims for the  loss
of  the  Company's  hardware operations of $160  million,  and/or
approximately  $150  million  in direct  out-of-pocket  expenses.
Patent   claims  damages  are  calculated  on  a  percentage   of
infringing sales, together with a possible multiplier for willful
infringement damages.  The Company's supplemental patent  royalty
damage reports provided to Intel in August 2001 in due course  of
the  litigation process estimate that a reasonable  royalty  rate
for  infringed patents could range between 1.75 and 4.75 percent.
Intel  disputes  the  Company's damage conclusions,  and  in  the
September/October  2001  time  frame  submitted  its  own  damage
reports in the due course of the litigation which differ from the
Company's  damage  reports.   The Company's  damage  reports  are
estimates  only  and any recovery of damages in  this  litigation
could be substantially less than these estimates or substantially
greater  than these estimates depending on a variety  of  factors
that cannot be determined at this time.   Factors that could lead
to  recovery of substantially less than these estimates  include,
but  are not limited to, the failure of the Alabama Court or  the
Appeals Court to sustain the legal basis for one or more  of  the
Company's  claims,  the  failure of the  jury  to  award  amounts
consistent with these estimates, the failure of the Alabama Court
or  the  Appeals  Court  to sustain any  jury  award  in  amounts
consistent with these estimates, the settlement by the Company of
the  Intel  litigation  in  an  amount  inconsistent  with  these
estimates, and the failure of the Company to successfully  defend
itself against Intel's patent counterclaims in the Alabama  Court
and  in  the Appeals Court and a consequential recovery by  Intel
for  damages  and/or a permanent injunction against the  Company.
Factors that could lead to recovery of substantially greater than
these  estimates include, but are not limited to, success by  the
Company  in  recovering punitive damages on one or  more  of  its
patent  and/or  non-patent  claims.  The  Company  believes  that
current and potential legal proceedings relating to the Company's
Clipper  and PIC patents may have a significant impact on current
litigants  as  well  as others in the computer  industry.   As  a
result,  the  Company is mindful that Intel  or  other  potential
litigants of the Company may, without intending to obtain control
of  the corporation, use the threat of an unfriendly takeover bid
as  a means to force the Company to settle to avert the threat of
a takeover.

  The  Company  believes it was necessary to  take  legal  action
against Intel in order to defend its former 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.  The Company does expect, however,  that  it
will  continue  to  incur  substantial legal  and  administrative
expenses in connection with the lawsuit.

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



ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF 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 F. Taylor Jr.   57    Chief Executive Officer
                           and Chairman of the Board         1977

Larry J. Laster       50   Executive Vice President,
                          Chief Financial Officer and
                                   Director                  1987*

Roger O. Coupland     55   President, Intergraph Public
                                 Safety, Inc.                1991

Preetha  R. Pulusani  41    President, Mapping and
                               GIS Solutions                 1997

Gerhard Sallinger     49   President, Process, Power
                                 & Offshore                  2001

William E. Salter     60  President, Intergraph Government
                                 Solutions                   1984

Graeme J. Farrell     59  Executive Vice President, Asia
                             Pacific Operations              1994

Edward A. Wilkinson   68    Executive Vice President         1987

Jack C. Ickes         42   Vice President of Corporate
                                   Services                  2000

David Vance Lucas     40    Vice President and General
                                   Counsel                   2000

Larry T. Miles        41    Vice President of Finance        2001

Eugene H. Wrobel      59   Vice President and Treasurer      1998

* Except for the period from February 1998 through August 2001


   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.    He   was  elected  Vice   President  in   1977   and
Executive  Vice  President  in  1982.    He   assumed  management
responsibility for the Company's Public  Safety division in 1995.
Effective March 2, 2000, he was  elected  Chief Executive Officer
of  Intergraph Corporation.    Mr. Taylor was elected Chairman of
the Board  of Directors effective May 17, 2001.  Mr. Taylor holds
degrees  in mathematics and physics.

   Mr.  Laster joined the Company in 1981 and served as Executive
Vice  President  and Chief Financial Officer from  February  1987
through February 1998, at which time he resigned from the Company
to  serve as Chief Operating Officer of a privately owned company
specializing  in  the development, sale and support  of  business
systems  for  the  petroleum distribution and  convenience  store
industries.   He  rejoined the Company  in  June  1998  as  Chief
Financial  Officer of Intergraph Public Safety,  Inc.,  a  wholly
owned  subsidiary of the Company.  Effective September 10,  2001,
Mr.  Laster accepted the position of Executive Vice President and
Chief  Financial Officer of Intergraph Corporation.   Mr.  Laster
holds a bachelor's degree in accounting and is a certified public
accountant.

   Dr.  Roger  O. Coupland joined the Company in 1983 as  project
manager  for the Australian Army AUTOMAP 2 project.   Since  that
time,  he  has  served  as manager of the Company's  Mapping  and
Utilities  division  and subsequently, as the  Company's  Federal
Sales  Director.   Dr.  Coupland was elected  Vice  President  of
Intergraph  Corporation  in  1991, with  responsibility  for  the
Company's Dispatch Management division.  In January 2001, he  was
elected Executive Vice President of Intergraph Corporation.    He
currently serves as President of the Company's Intergraph  Public
Safety business segment.  Dr. Coupland holds a First Class Honors
degree  in  Physics and a Ph.D. in Theoretical Physics  from  The
University of Nottingham, England.

   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, with responsibility for the Mapping
and  Geographic Information Systems business of Intergraph, since
August 1998.  Ms. Pulusani was appointed President of Mapping and
Geographic  Information Systems in November  2001.  Ms.  Pulusani
holds a master's degree in computer science.

   Gerhard  Sallinger joined the Company in 1985  as  a  district
sales manager in Germany and since then held several positions in
the  area  of  sales management.  He was elected  Vice  President
Europe of Process, Power & Offshore ("PPO") in 1999 and Executive
Vice President Sales and Marketing of PPO worldwide in 2001.  Mr.
Sallinger was appointed as President of PPO in October 2001.  Mr.
Sallinger holds a degree in chemical engineering.

   Dr. 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
and  President of Intergraph Government Solutions.   He  holds  a
doctorate in electrical engineering.

   Graeme J. Farrell joined the Company in February 1986  as  the
Financial  Controller for Intergraph's subsidiaries in  Australia
and  New  Zealand.   In 1987, the Company appointed  him  Finance
Director  for  its  Asia Pacific region.   He  was  elected  Vice
President of Business Operations for Asia Pacific in 1994, and in
August  1999, he was elected Executive Vice President.  Prior  to
joining  the  Company,  Mr. Farrell was  involved  in  accounting
software  development for five years, and prior to  that  he  was
Finance  Director  of Dennison Manufacturing's  (USA)  Australian
operations for five years.  Mr. Farrell is a Chartered  Secretary
and qualified accountant holding a public practice certificate.

   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.

   Jack C. Ickes joined the Company in January 1991.  Since  that
time,  he  has held several managerial positions in the Company's
hardware   business.    He  was  elected  a  Vice  President   of
Intergraph Computer Systems in July 1999 and a Vice President  of
the  Company in December 2000.  Mr. Ickes currently serves as the
Vice  President of Corporate Services.  He holds  a  Bachelor  of
Science degree in electrical engineering.

  David  Vance  Lucas  joined the Company  in  1994  as  a  staff
attorney  responsible for corporate, commercial, and intellectual
property  representation.  He was promoted to Senior  Counsel  in
1997 and elected Vice President and General Counsel in 2000.  Mr.
Lucas  continues  to  represent the Company in  the  areas  noted
above,  as well as managing the Company's litigation.   Prior  to
joining the Company, Mr. Lucas was a partner with the law firm of
Johnson, Johnson & Moore.  He is admitted to practice before  the
United  States Supreme Court, United States Court of Appeals  for
the  Federal  Circuit and the Eleventh Circuit, as  well  as  the
Federal  and  State  Courts within Alabama.  Mr.  Lucas  holds  a
bachelor's degree in corporate finance and economics and a  juris
doctor in law.

   Larry T. Miles joined the Company in 1988 as a tax accountant,
and since that time has held several positions in the finance and
accounting  areas.   He  has served as the  Company's  Management
Reporting  Manager since 1998 and was elected Vice  President  of
Finance  in  March  2001.  Before joining Intergraph,  Mr.  Miles
worked in public accounting for six years.  He holds a bachelor's
degree in accounting and is a certified public accountant.

  Eugene H. Wrobel joined the Company in 1982 as Finance Director
for  Europe.  He returned to the U.S. in August 1985 as  Director
of  International  Finance,  and in January  1990  was  appointed
Director  of  Business  Operations for the Americas  (the  United
States,  Canada,  and  Latin America).  He transferred  into  the
Treasury  Department in April 1998 and was elected Vice President
and  Treasurer in November 1998.  Before joining Intergraph,  Mr.
Wrobel  was  the  Vice President and Controller  for  DYATRON,  a
public computer services company, and prior to that he worked  in
public accounting for six years.  He holds a bachelor's degree in
accounting and is a certified public accountant.


                             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 60 of the Intergraph Corporation
2001  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,
2001, appearing under "Five-Year Financial Summary" on the inside
front  page of the Intergraph Corporation 2001 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  14  to  32  of  the
Intergraph  Corporation  2001 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  26  to  30  of  the  Intergraph
Corporation 2001 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  33  to  60  of  the   Intergraph
Corporation  2001 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

                      ELECTION OF DIRECTORS

   The  Board of Directors  has  fixed  the number of members  of
the  Board  at  seven  by resolution pursuant  to  the  authority
granted  by the Bylaws of the Company.  There are seven directors
at  present.  The directors of the Company are currently  elected
at  each  annual meeting of shareholders and serve for a term  of
one year.

   The Board of Directors proposes that the seven nominees listed
below be elected as directors to serve for a term of one year and
until their respective successors are duly elected and qualified,
subject   to   their   prior   death,  resignation,   retirement,
disqualification,  or removal from office.  Proxies  may  not  be
voted  for  more  than  seven persons.  In  accordance  with  the
Company's Bylaws, Mr. Taylor was elected as Chairman of the Board
of Directors on May 17, 2001, at the meeting of the Board.

   It  is the intention of the persons named in the proxy to vote
the proxies for the election of the nominees listed below, all of
whom  are  presently directors of the Company.   If  any  nominee
should  become unavailable to serve as a director for any  reason
(which  is not anticipated), the persons named as proxies reserve
full  discretion to vote for such other person or persons as  may
be nominated.

   The  nominees for director, together with certain  information
regarding them, are as follows:

                           Positions/Offices       Director of the
Name and Age               with the Company         Company Since
------------               -----------------       ---------------
James F. Taylor Jr. (57)  Chairman of the Board,        1973
                         Chief Executive Officer,
                          and Director

Larry J. Laster (50)     Executive Vice President,      1987
                         Chief Financial Officer,
                             and Director

Sidney L. McDonald (63)        Director                 1997

Thomas J. Lee (66)             Director                 1997

Lawrence R. Greenwood (62)     Director                 2000

Joseph C. Moquin (77)          Director                 2000

Linda L. Green (50)            Director                 2001

   Mr. Taylor joined the Company in July 1969, shortly after  its
formation,  and is considered a founder.  Mr. Taylor was  elected
Chief  Executive Officer March 2, 2000.  He served most  recently
as  Chief Executive Officer of Intergraph Public Safety, Inc.,  a
wholly  owned subsidiary of the Company. Mr. Taylor  was  elected
Chairman of the Board of Directors on May 17, 2001.

   Mr.  Laster joined the Company in 1981 and served as Executive
Vice  President  and Chief Financial Officer from  February  1987
through February 1998, at which time he resigned from the Company
to  serve as Chief Operating Officer of a privately owned company
specializing  in the development, sale, and support  of  business
systems  for  the  petroleum distribution and  convenience  store
industries.   He  rejoined the Company  in  June  1998  as  Chief
Financial  Officer of Intergraph Public Safety,  Inc.,  a  wholly
owned  subsidiary of the Company.  In September 2001, Mr.  Laster
was  elected Executive Vice President and Chief Financial Officer
of Intergraph Corporation.

  Mr. McDonald served as President of Brindlee Mountain Telephone
Company, a provider of local telephone services in north Alabama,
from  1961 until his retirement in July 2000.  Mr. McDonald is  a
founder  of Deltacom Long Distance Services, Inc. and  served  as
its  Chief  Executive Officer from 1984 through  1996.   He  also
served  as  Chief  Executive  Officer  of  Marshall  Cellular,  a
cellular  telephone service company, from 1988 through 1996,  and
of    Southern    Interexchange   Services,   a    fiber    optic
telecommunications network, from 1990 through 1996.  Mr. McDonald
has served in the Alabama Legislature and as Finance Director for
the State of Alabama.

   Mr.  Lee  is  a founder of Lee and Associates, an  engineering
services  firm  specializing in guided missile systems,  and  has
served as its President since January 1997.  He was employed  for
thirty-six years by NASA, and was the Director of the  George  C.
Marshall Space Flight Center from June 1989 through January 1994.
Mr. Lee served as Special Assistant to the NASA Administrator for
Access to Space from January 1994 through March 1995.  Mr. Lee is
a  registered professional engineer and is a member  of  numerous
advisory boards and committees within his field.

   Dr.  Greenwood  serves as Vice President of  Research  at  the
University  of  Alabama  in Huntsville and  has  served  in  that
capacity  since August 1998.  He spent fifteen years  with  NASA,
serving  as Director of the Earth Observations Division  in  NASA
Headquarters  and,  most  recently,  as  Manager  of  the  Global
Hydrology  and  Climate Center in Huntsville from September  1994
through  August 1998.  He served as President of Nichols Research
Corporation,  an  information technology company specializing  in
information solutions and services, from 1991 to 1994.   He  also
served  as  Vice  President and General Manager  of  the  General
Electric  Astro Space Division from 1988 to 1991.  Dr.  Greenwood
is  a  member  of  the  Alabama Aerospace  Commission  and  is  a
registered  professional  engineer  and  a  certified   financial
planner.

    Mr.  Moquin  retired  from  Teledyne  Brown  Engineering,  an
aerospace  corporation specializing in ballistic missile  defense
and space systems, in 1989 after thirty years of service.  At the
time  of  his  retirement, he was serving as Chairman  and  Chief
Executive  Officer.   He  served  as  Interim  President  of  the
University  of Alabama in Huntsville from September 1990  through
July  1991.  He served on the Board of Directors of SCI  Systems,
Inc. ("SCI"), an international electronics manufacturing services
provider,  from  1992  through 1997, and  served  as  a  Director
Emeritus,  non-voting director, for SCI from 1997 to  2000.   Mr.
Moquin  is  a registered professional engineer and has served  on
numerous advisory boards and committees within his field.

   Mrs.  Green serves as Chief Executive Officer of the  Northern
Region  of Colonial Bank, the fiftieth largest bank in the United
States,  and has served in that capacity since June  2000.   From
July  1993 to June 2000, Mrs. Green served as President and Chief
Executive Officer of the Huntsville/Tennessee Region of  Colonial
Bank.   In January 2002, she was confirmed by the Alabama  Senate
to  serve on the State of Alabama's Ethics Commission.  She  also
serves  on  the  University of Alabama in Huntsville  Foundation.
Her  past  service includes Vice Chair and Chair of  the  Alabama
Space  Science Commission, the Von Braun Center Board of Control,
the  Alabama  State Banking Board, 1998 Chair for the  Huntsville
Madison  County Chamber of Commerce, the Board of United Way  and
numerous other civic and charitable organizations.


     SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

   Section  16(a) of the Securities Exchange Act of 1934 requires
the  Company's officers, directors, and persons who own more than
ten  percent  of  a  registered class  of  the  Company's  equity
securities, if any, to file reports of ownership and  changes  in
ownership with the Securities and Exchange Commission (the "SEC")
and,  in  the case of the Company, with The Nasdaq Stock  Market.
Officers,  directors,  and greater than ten percent  shareholders
are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.

   Based  solely  on review of the copies of such forms  and  any
amendments  thereto  furnished to  the  Company,  or  on  written
representations that no forms were required, the Company believes
that  during the year ended December 31, 2001, all Section  16(a)
filing  requirements applicable to its officers,  directors,  and
greater than ten percent beneficial owners were met, except  that
Preetha Pulusani, an Executive Vice President of the Company  and
President of Intergraph Mapping and GIS Solutions, filed one late
report covering one transaction.

   Information relating to the executive officers of the  Company
appearing under "Executive Officers of the Company" on  pages  12
to  13 in this Form 10-K Annual Report is incorporated herein  by
reference.



ITEM 11.  EXECUTIVE COMPENSATION

   Information  relating  to compensation  of  certain  executive
officers  of  the  Company, the policies  and  practices  of  the
Company  relative to executive compensation, and the  performance
of  the  Company's  stock are presented in  this  section.   This
information consists of a summary compensation table, information
on  stock option grants, exercises, and year-end values, director
compensation, information on employment contracts, the Report  of
the  Compensation Committee, and a graph depicting the  five-year
performance  of  the Company's stock against the  performance  of
peer companies and the Standard & Poor's 500 Stock Index.


Summary Compensation Table

   The  following table summarizes the compensation of  James  F.
Taylor Jr., Chairman of the Board and Chief Executive Officer  of
the  Company,  and  the  four most highly  compensated  executive
officers of the Company who were serving as such at December  31,
2001.

<TABLE>

<CAPTION>
                                                                       Long-Term
                                                                      Compensation
                                       Annual Compensation               Awards
                               -----------------------------------    ------------
                                                         Other         Securities
Name and                                                Annual         Underlying      All Other
Principal Position       Year  Salary($)  Bonus($)  Compensation($)    Options(#)    Compensation($)
------------------       ----  ---------  --------  --------------     ----------    ---------------
                                                          (1)

                      <c>   <c>        <c>          <c>              <c>             <c>
James F. Taylor Jr., (2) 2001  300,000        ---             ---           ---          7,422
Chairman of the Board
and Chief Executive
Officer                  2000  284,302        ---             ---           ---          8,189


William E. Salter,   (3) 2001  260,000    195,000             ---        40,000          7,625
President, Intergraph    2000  196,800        ---             ---           ---          6,174
Government  Solutions    1999  145,600        ---             ---           ---          5,346

Gerhard Sallinger,
President, Process,  (4) 2001  194,166     72,078             ---        25,000         15,686
Power & Offshore

Graeme J. Farrell,   (5) 2001  225,000     35,631          20,318           ---         38,432
Executive Vice
President,  Asia         2000  204,789        ---          29,622        20,000         29,686
Pacific  Operations      1999  190,000        ---          29,825           ---         28,964

Roger O. Coupland,   (6) 2001  250,000        ---             ---           ---          7,572
President, Intergraph    2000  220,191        ---             ---        30,000          6,694
Public Safety, Inc.

</TABLE>


(1) "Other  Annual Compensation" for each of the named executives
  does  not  include the value of certain personal  benefits,  if
  any,  furnished  by the Company or for which it reimburses  the
  named  executives, unless the value of such benefits  in  total
  exceeds  the  lesser  of $50,000 or 10%  of  the  total  annual
  salary  and  bonus reported in the above table  for  the  named
  executive.

(2) Mr. Taylor was elected Chief Executive Officer of the Company
  on  March 2, 2000.  Effective on that date, Mr. Taylor's annual
  salary  was  set at $300,000.  Mr. Taylor was elected  Chairman
  of the  Board  of Directors effective May 17, 2001. "All  Other
  Compensation"  for  Mr.  Taylor  consists  of  the following:

                                          2001        2000
                                         ------      ------
         Retirement plan contribution    $5,100      $6,464
         Term life insurance *            2,322       1,725
                                         ------      ------
         Total                           $7,422      $8,189
                                         ======      ======

(3) Dr. Salter  first  became an executive officer of the Company
  in 1989.    "All Other Compensation" for Dr. Salter consists of
  the following:

                                   2001        2000       1999
                                  ------      ------     ------
  Retirement plan contribution    $4,250      $4,920     $3,640
  Term life insurance *            3,375       1,254      1,706
                                  ------      ------     ------
  Total                           $7,625      $6,174     $5,346
                                  ======      ======     ======

(4) Mr.  Sallinger  first  became  an  executive  officer  of the
  Company  in  2001.  "All  Other Compensation" for Mr. Sallinger
  consists of the following:

                                               2001
                                             -------
         Retirement plan contribution        $ 7,767
         Social security contribution          7,919
                                             -------
         Total                               $15,686
                                             =======

   Mr.  Sallinger's  compensation is paid in European  currencies
   that fluctuate in value against the U.S. dollar.

(5) Mr. Farrell first became an executive  officer of the Company
  in 1999.   "Other Annual Compensation" for Mr. Farrell consists
  of the following:

                                 2001       2000        1999
                               -------    -------     -------
      Car allowance            $10,575    $14,159     $15,093
      Education assistance for
       dependant                 1,275      8,015       8,183
      Supplemental health
       insurance                 8,205      7,448       6,549
      Other                        263        ---         ---
                               =======    =======     =======
      Total                    $20,318    $29,622     $29,825

  "All  Other  Compensation"  for Mr.  Farrell  consists  of  the
following:

                                    2001        2000      1999
                                  -------     -------   -------
   Retirement plan contribution   $22,818     $19,670   $19,463
   Income protection insurance      3,147       2,552     2,518
   Term life insurance *           12,467       7,464     6,983
                                  -------     -------   -------
   Total                          $38,432     $29,686   $28,964
                                  =======     =======   =======

(6) Dr. Coupland first became an executive officer of the Company
  in 2000.  "All  Other  Compensation" for Dr. Coupland  consists
  of  the following:

                                         2001       2000
                                        ------     ------
     Retirement plan contribution       $5,250     $5,452
     Term life insurance *               2,322      1,242
                                        ------     ------
     Total                              $7,572     $6,694
                                        ======     ======

* Premium  payments  for  term  life  insurance  were not made to
  split-dollar insurance arrangements.

Stock Option Grants, Exercises and Year-End Values

   Grants.  The Company from time to time awards stock options to
key   employees,  including  executive  officers  and  directors,
pursuant  to  stock option plans approved by the shareholders  of
the   Company.   The  following  table  sets  forth   information
concerning  options  granted  under  these  plans  to  the  Named
Executive Officers during the year ended December 31, 2001.

<TABLE>

<CAPTION>
                                    OPTION GRANTS (1)
--------------------------------------------------------------------------------------
                      Number of    Percent of
                      Securities  Total Options
                      Underlying   Granted to                               Grant Date
                       Options      Employees     Exercise      Expiration    Present
   Name               Granted (#)    in 2001   Price per Share     Date      Value (2)
------------          ----------- ------------ ---------------  ----------  ----------

                       <c>         <c>            <c>            <c>        <c>
William E. Salter,      40,000        17%          $11.88        8/13/2011   $280,185
President, Intergraph
Government Solutions

Gerhard Sallinger,      25,000        11%          $10.89       10/30/2011   $158,754
President, Process,
Power & Offshore

</TABLE>

(1)   Options  were  granted at fair market value on the date  of
  grant.   Fair  market value is the closing sale  price  of  the
  Company's  stock  as  reported  on  The  Nasdaq  Stock  Market.
  Options  first become exercisable two years from  the  date  of
  grant and vest at a rate of 25% per year from that point,  with
  full  vesting  on  the fifth anniversary  of  the  grant  date.
  Options  are granted for a term of ten years from the  date  of
  grant.

(2)   The  grant date present value of the options was determined
  using the Black-Scholes option-pricing model.  Estimated values
  determined  using  this  model are based on the market value of
  the  stock  on  the  date  of  grant, the exercise price of the
  option,  and on assumptions as to the risk-free rate of return,
  volatility of the  Company's  stock price, and expected term of
  the   option.   Dividend yield is excluded from the calculation
  since it is the  present  policy  of  the Company to retain all
  earnings  to  finance  operations.  Assumptions used in valuing
  the  grants  included  an expected volatility  of  73%  and  an
  expected option life of  1.09 years  after  vest  date.   Risk-
  free  rates  of  return  were determined separately for each of
  the serial vesting periods of the options and ranged from 3.32%
  to 4.57%.

  The  actual  value, if any, an executive may realize  from  the
  exercise  of a stock option will equal the excess of the  stock
  price  over  the  exercise price on  the  date  the  option  is
  exercised.   There is no assurance that the value  realized  by
  an  executive will be at or near the value estimated using  the
  Black-Scholes model, or that any value will be realized.

  Exercises.  There were no options exercised by any of the Named
Executive Officers during the year ended December 31, 2001.

  Year-End Values.   The following table sets forth the number of
securities underlying unexercised stock options held by the Named
Executive Officers at December 31, 2001.


                           Number of Securities         Value of Unexercised
                          Underlying Unexercised            In-the-Money
                          Options at Year End (#)     Options at Year End ($)
                       ---------------------------  ---------------------------
     Name              Exercisable   Unexercisable  Exercisable   Unexercisable
----------------       -----------   -------------  -----------   -------------

James F. Taylor Jr.,
Chairman of the Board
and Chief Executive
Officer                  10,000         10,000        83,650         83,650

William E. Salter,
President, Intergraph
Government Solutions        ---         40,000           ---         74,400

Gerhard Sallinger,
President, Process,
Power & Offshore          6,250         53,750        42,825        305,255

Graeme J. Farrell,
Executive Vice President,
Asia Pacific Operations  16,250         23,750        68,820        191,715

Roger O. Coupland,
President, Intergraph
Public Safety, Inc.      20,000         40,000       109,800        328,975

   The value of unexercised in-the-money options is determined as
the  excess  of  the closing sale price of the  Company's  Common
Stock  as  reported on The Nasdaq Stock Market  on  December  31,
2001,  over the exercise prices of the options held by the  Named
Executive Officers.


Compensation of Directors

   Directors who are also employees of the Company do not receive
additional  compensation for their service  as  directors.   Non-
employee directors receive an annual retainer of $20,000, paid in
quarterly  installments, plus $500 for each Board  and  committee
meeting  attended.  Other compensation includes mileage  paid  at
$.30  per  mile for each member whose home is more than 25  miles
from  Intergraph  headquarters and $50 for  each  hour  traveled,
computed round trip.  In addition, any commercial travel expenses
are  fully  reimbursed.  All directors received the  full  annual
retainer in 2001, except for Mrs. Green who received $10,000  for
her period of service after election to the Board of Directors in
May 2001.

   The  Intergraph Corporation Nonemployee Director Stock  Option
Plan  was  approved  at  the 1998 Annual  Shareholders'  Meeting.
Under  this  plan, any new non-employee director  is  granted  an
option  to  purchase 3,000 shares of the Company's  Common  Stock
upon  his  or  her first election to the Board.  At  each  annual
meeting of shareholders, each non-employee director re-elected to
the  Board  is granted an option to purchase an additional  1,500
shares of the Company's Common Stock.  The exercise price of each
option granted is the fair market value of the Company's stock on
the  date of grant.  Options are granted for a term of ten  years
from  the  date  of grant.  Options first become exercisable  one
year  from the date of grant and vest at a rate of 33%  per  year
from  that  point, with full vesting on the third anniversary  of
the date of grant.


Employment Contracts

   Mr. Farrell holds an employment agreement with the Company and
one of its Australian business entities that provides him a fixed
base  salary, supplemental health insurance, supplemental defined
contribution  pension  and life insurance benefits,  and  expense
allowances  for a vehicle and other personal expense items.   The
contract  is  open-ended, but  may be terminated by either  party
with   three   months'  written  notification.   The  termination
provisions  of  his  contract  provide  for  severance   benefits
calculated  as  a  function of his length of  service  under  the
agreement up to a maximum of two years' base salary.

   Mr.  Sallinger holds an employment agreement with one  of  the
Company's  European business entities.  The employment  agreement
provides him a fixed base salary, a permanent advance for  travel
expenses, and a vehicle.  The contract is open-ended, but may  be
terminated by either party giving a notice of six weeks prior  to
the end of a quarter.  A contract penalty equal to the last gross
monthly  salary  may  apply  if the  employment  relationship  is
terminated prematurely.


Report of the Compensation Committee

  The   Compensation  Committee  of  the  Board  of  Directors is
composed of all non-employee directors.  The following  Committee
report reflects the Committee's activities in 2001 with regard to
executive compensation.  The Committee held two meetings  wherein
it made compensation decisions based upon  recommendations by the
Company's Chief Executive Officer ("CEO"), as well as based  upon
its own subjective evaluations.   This  report also describes the
basis   for   compensation  recommendations  for  2001,  and  the
objectives   that  the   Committee   followed  in  reviewing  and
determining  executive  compensation  for  2001,  as  well as for
future years.


Committee Charter and Objectives

   In  accordance with its Charter, the responsibilities  of  the
Committee  include  the  oversight  of  the  Company's  executive
officer compensation policies and practices.  In fulfilling these
responsibilities, the committee conducts an annual review of  the
Company's executive compensation programs and policies  in  order
to attain the following objectives:

o offer fair and competitive base salaries consistent with the
   Company's position in the markets in which it competes,
o reward  executive  officers for  corporate  and  individual
   performance through incentive bonus programs,
o encourage  future performance through the use of  long-term
   incentives such as stock options, and
o encourage executive officers to acquire and retain ownership
   of the Company's Common Stock.

   The Company's executive compensation programs and policies are
intended  to enable the Company to attract, retain, and  motivate
the  highest  quality  of  management talent.   To  achieve  this
objective,  the Committee utilizes annual base salaries  together
with   annual   and  long-term  incentives  tied   to   corporate
performance and increases in shareholder value.  As a result, the
Committee works closely with the Administrative Committee of  the
Company's   Employee  Stock  Option  Plan  ("the   Administrative
Committee") in the provision of incentive stock options and  non-
qualified  stock  options to executive  officers  and  other  key
employees  of the Company.  The Administrative Committee  reviews
and  determines  the  award of individual employee  stock  option
grants  under  the  Company's Employee Stock  Option  Plan.   See
"Compensation  Committee  Interlocks and  Insider  Participation"
following  for a summary of the options granted to the  Company's
executive officers and directors during 2001.


Executive Officer Compensation for 2001

  For  2001,   the   CEO  was   responsible  for  formulating   a
recommendation  for  the  compensation  of  all  other  executive
officers  of  the  Company  based on the authority and discretion
granted  the  CEO  by  the  Board  of Directors.  The CEO and the
Committee  also  reviewed  and  considered  independent  industry
survey results concerning the compensation practices of similarly
situated   companies,   including,  where   available,   specific
regional,  industry, and  competitor compensation data (including
that of  the  peer  companies  in the performance graph following
this report).   Based  upon a review of the information received,
their  own  business  experience, and the  recommendations of the
CEO, the Committee approved the  compensation  recommendations of
the CEO.

   Each  of  the  Business Segment Presidents participates  in  a
formal  bonus  plan that is tied to the financial performance  of
the  segment.  There is no bonus until the Executive reaches  the
income  from  operations  targets established  in  the  segment's
Annual  Operating  Plan.  As the Executive  exceeds  the  planned
performance,  bonuses are earned.  The bonus is capped  at  twice
the  Executives'  annual salary.  There is no formal  cash  bonus
plan  for  executive  officers that are  not  responsible  for  a
segment  or  a  geographic  region,  but  exceptional  individual
performance  is  occasionally rewarded by a cash bonus.   Overall
corporate performance neither guarantees nor precludes the  award
of  bonuses, but may influence the amount of such bonuses.  Sales
executives  are paid a base salary that approximates 70%  of  the
executives' total potential annual compensation.  The base salary
amount may be supplemented in amounts up to an additional 30%  of
total   potential  compensation  if  certain  order  and  revenue
objectives are met.

  The   granting  of  stock  options  to  purchase  shares of the
Company's  stock  over  a ten-year period at a specified price is
the primary means of providing  long-term  incentive to executive
officers to perform  in  a  manner that benefits  themselves, the
Company, and the Company's  shareholders.  There were no standard
performance factors, applicable to either  the individual and his
or  her  job  performance  or  the  financial  performance of the
Company, considered  by  the Administrative Committee.  Decisions
to award stock options were  based upon subjective evaluations of
job performance and expected  contribution to the Company.  Stock
options have also been used to  attract  new employees.  Previous
option  awards are considered when  awarding  new  options.  With
respect  to  incentive stock options, such options may not exceed
the amounts  permitted  under  applicable  Internal  Revenue Code
provisions.     The   Committee   reviewed   and    approved  the
recommendations  of  the CEO  with regard  to the  award of stock
options, for both existing executive officers' compensation plans
as well as new executive officers retained during 2001.

  In  the  past,  the  Company  has  on  occasion   entered  into
employment  agreements  with  key  executives.    Such agreements
specified the terms of employment, including duration, separation
benefits, and compensation.  Under most circumstances, separation
amounts  do  not  exceed  the balance of compensation due for the
remaining  unfulfilled term of the agreement.  Executives without
employment  agreements  who  are  terminated  through a workforce
reduction  or job  elimination  receive  severance  pay  based on
standard  Company  policy  applicable  to  all employees.  During
2001,  the  Committee  assimilated   all   employment  agreements
existing  between  the  Company  and  individual employees.   The
Committee obtained copies of all such employment  agreements,  in
order  to  determine  which  agreements  remained  in effect with
Company executive officers.  At the end of 2001, only  three such
employment agreements remained in existence between  the  Company
and executive officers.  During 2001, one such  agreement expired
in accordance with its terms, and a second was exercised when the
executive  terminated employment with the Company.  Additionally,
during 2001,  an employee  of  Intergraph  (Deutschland) GmbH was
promoted  to  President  of the  Company's  PP&O segment, thereby
becoming an executive officer of the Company.   Said employee had
a  preexisting employment agreement with Intergraph (Deutschland)
GmbH at the time of his promotion, which will remain effective in
his  present  capacity.   The  agreement  does  not  address  the
executive  officer's  current  employment  with  the  Company  as
President  of  PP&O.  The  CEO  did  not  recommend,  nor did the
Committee approve, any new employment agreements during 2001.


CEO Compensation

   There  was no change in the compensation of the CEO for  2001.
The   Committee  did  not  utilize  any  standard  corporate   or
individual  performance  factors  in  its  determination  of  CEO
compensation   for   2001.    The   Committee   establishes   the
compensation  for the CEO solely on the subjective evaluation  of
the performance of the CEO and the level of compensation paid  to
similar executives.

Members of the Compensation Committee:  Sidney L. McDonald, Chair
                                        Linda L. Green
                                        Lawrence R. Greenwood
                                        Thomas J. Lee
                                        Joseph C. Moquin


Compensation Committee Interlocks and Insider Participation

   The  Administrative  Committee of the Company's  stock  option
plan,  which is appointed by and comprised of all current members
of the Board of Directors, may award both incentive stock options
and  non-qualified stock options to executive officers and  other
key  employees.  Members of the Administrative Committee who  are
also  employees  of the Company, including James F.  Taylor  Jr.,
Chairman  of the Board and Chief Executive Officer, and Larry  J.
Laster,  Chief Financial Officer, are eligible to receive options
under  the  Plan.   During the year ended December 31, 2001,  the
Administrative Committee awarded options for a total  of  239,000
shares of the Company's Common Stock.  Of this total, options for
174,000  shares were awarded to directors and executive  officers
of  the  Company,  including  9,000  options  granted  under  the
Nonemployee  Director Stock Option Plan, 65,000  granted  to  the
Named Executive Officers, and 20,000 granted to Mr. Laster.

   During  the year ended December 31, 2001, no executive officer
of  the  Company  served as a director or  as  a  member  of  the
compensation   committee,  or  committee  performing   equivalent
functions, of another business entity.


Performance Graph

   The following graph sets forth, for the five-year period ended
December   31,  2001,  a  comparison  of  the  cumulative   total
shareholder return to the Company's shareholders with that of the
Software  and Services Index, and that of the Standard  &  Poor's
500  Stock  Index.   The Company uses the Media General  Computer
Software  and  Services Index as the best representation  of  the
companies   with  which  its  business  segments  compete.    The
cumulative  total  return  for this index  was  provided  to  the
Company  by  Media General Financial Services.  Total shareholder
return for each was determined by adding a) the cumulative amount
of  dividends  for a given year, assuming dividend  reinvestment,
and  b)  the difference between the share price at the  beginning
and at the end of the year, the sum of which was then divided  by
the share price at the beginning of such year.  The graph assumes
$100 was invested on December 31, 1996.

               Comparative Five-Year Total Returns
                  Software and Services Index,
  Standard & Poor's 500 Stock Index, and Intergraph Corporation


                   1996     1997   1998    1999    2000    2001
Software and       ----     ----   ----    ----    ----    ----
  Services Index   $100     $121   $180    $309    $186    $164
S&P 500            $100     $133   $171    $208    $189    $166
Intergraph         $100     $ 98   $ 56    $ 46    $ 59    $134



ITEM  12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND
MANAGEMENT

   As  of  January  31,  2002, there were outstanding  49,919,242
shares of the Company's common stock, $.10 par value (the "Common
Stock").   Holders of Common Stock are entitled to one  vote  per
share on all matters to be voted upon by shareholders.

   The  following table sets forth information as of January  31,
2002, as to:

     (a) the  only  persons  who were known by the Company to own
     beneficially more than 5% of the outstanding Common Stock of
     the Company,

     (b) the  shares  of  Common Stock  beneficially owned by the
     directors and  nominees  of the Company,

     (c) the  shares  of Common Stock beneficially owned by James
     F. Taylor Jr., Chairman of the Board and Chief Executive
     Officer of the Company, who is also a director and  nominee;
     and the  four  most  highly compensated  executive  officers
     of  the  Company  who  were serving as such  at December 31,
     2001, (collectively,  Mr. Taylor  and the four  most  highly
     compensated   executive  officers  are  the "Named Executive
     Officers"), and

     (d) the  shares  of  Common Stock  beneficially owned by all
     directors, nominees, Named Executive Officers, and all other
     executive officers of  the Company as a single group.

                                     Number of       Percentage of Total
                                 Shares Beneficially    Common Stock
         Name  (1)                     Owned  (2)        Outstanding (3)
-------------------------------- ------------------- -------------------
Intergraph Corporation Stock
 Bonus  Plan  Trust                   4,584,095  (4)          9.2%

Dimensional Fund Advisors, Inc.       2,628,600  (5)          5.3%

Gardner Lewis Asset Management,
 L.P.                                 2,563,556  (6)          5.1%

Director Nominees
-------------------
 James F. Taylor Jr.                    134,964  (7)            *

 Sidney L. McDonald                      94,500  (8)            *

 Larry J. Laster                         35,947  (9)            *

 Thomas J. Lee                            7,500 (10)            *

 Joseph C. Moquin                         2,000 (11)            *

 Lawrence R. Greenwood                    1,200 (12)            *

 Linda L. Green                           6,151 (13)            *


Highest Compensated
Executive Officers
--------------------
 William E. Salter                      265,135 (14)            *

 Gerhard Sallinger                       16,250 (15)            *

 Graeme J. Farrell                       17,587 (16)            *

 Roger O. Coupland                       32,847 (17)            *


All directors, nominees, and
executive officers as a  group
(18 persons), including the
foregoing directors, nominees,
and Named Executive Officers            682,056 (18)          1.4%
-------------------------------

* Less than 1%


(1)   The  address of the Stock Bonus Plan Trust is Mellon  Bank,
   c/o The Boston Company, 1 Boston Place, Boston, MA 02108. The
   address  of  Dimensional  Fund  Advisors,  Inc. is 1299 Ocean
   Avenue, 11th Floor, Santa Monica, CA 90401.   The address  of
   Gardner Lewis Asset  Management, L.P.  is 285 Wilmington-West
   Chester  Pike, Chadds Ford, PA 19317.

(2)   Unless   otherwise  noted,  the  indicated owner  has sole
   voting power and sole investment power.

(3)   Shares  issuable  upon exercise of stock options that  are
   exercisable   within  60  days  of  January  31,  2002,   are
   considered  outstanding   for  the purpose of calculating the
   percentage  of  total  outstanding  Common  Stock  owned   by
   directors,  executive  officers,  and by directors, nominees,
   and  executive  officers  as  a group.   Such  shares are not
   considered  outstanding  for  the purpose of calculating  the
   percentage  of  total  outstanding  Common Stock owned by any
   other person or group.

(4)   Voting  rights of the Common Stock held by the Stock Bonus
   Plan  Trust  are  passed through to participants in the Stock
   Bonus Plan,  which   is  a  Company-sponsored retirement plan
   covering  substantially  all  U.S.  employees of the Company.
   However, if Plan participants do not properly complete, sign,
   and  return  their  voting instructions to the Trustee of the
   Plan, the Trustee votes  their  shares in accordance with the
   instructions  of  a majority of  the  participants exercising
   such voting rights.  On December 5, 2000, the Company's Board
   of Directors  resolved  to  terminate the  Stock  Bonus  Plan
   effective  December  31, 2000.  The Plan was submitted to the
   Internal Revenue Service ("IRS") and the  SEC in  April 2001,
   for  determination  of  the  Plan's   tax qualified status on
   termination and for confirmation that  the special stock buy-
   back  provisions comply  with  federal  securities  laws.  In
   November  2001,  the Company was contacted by the IRS and the
   SEC requesting additional  information  in  order to complete
   their reviews.  The Company has  responded to  those requests.
   As of January 31, 2002,  the  IRS  examiner  has reviewed and
   approved  the   request.  The  Plan  has  now moved to senior
   level  review.  Upon  receipt  of  a  favorable determination
   letter from the IRS that the Plan is qualified at termination,
   each Plan participant will be entitled to receive a  lump sum
   distribution of his or her account balance or to rollover the
   account balance  into  an  Individual  Retirement  Account or
   other qualified plan, and the trust will be dissolved.

(5)   As set forth  on  Schedule 13G/A filed with the Securities
   and Exchange Commission on February 12, 2002.

(6)   As set forth on Schedule 13G filed with the Securities and
   Exchange Commission on February 14, 2002. Gardner Lewis Asset
   Management,  L.P.  has  sole  voting  power over 2,486,256 of
   these shares.

(7)   This figure includes 74,964 shares allocated to Mr. Taylor
   under the  Stock Bonus Plan and 10,000 shares over which  Mr.
   Taylor  holds  immediately  exercisable stock  options.  This
   figure excludes 100,000 shares owned by his wife as  to which
   Mr. Taylor expressly disclaims beneficial ownership.

(8)   This   figure  includes  4,500  shares  issuable  upon the
   exercise of stock options held by Mr. McDonald.

(9)   This figure consists of 19,900 shares owned jointly by Mr.
   Laster and his wife as to which voting and investment powers
   are  shared, 3,047 shares  allocated to Mr. Laster under the
   Stock  Bonus  Plan,  and 13,000  shares  issuable  upon  the
   exercise of stock options held by Mr. Laster.

(10)  This  figure  includes  4,500  shares  issuable  upon the
   exercise of stock options held by Mr. Lee.

(11)  This  figure  includes  1,000  shares  issuable  upon the
   exercise of stock   options  held by Mr. Moquin and excludes
   200 shares owned by Mr. Moquin's wife as to which Mr. Moquin
   expressly disclaims beneficial ownership.

(12)  This  figure  includes  1,000  shares  issuable  upon the
   exercise of stock options held by Dr. Greenwood.

(13)  This figure excludes 2,051 shares owned by  Mrs. Green's
   husband   as   to  which  Mrs.  Green  expressly  disclaims
   beneficial ownership.

(14)  This  figure  consists of 147,200 shares owned jointly by
   Dr. Salter  and  his wife  as to which voting and investment
   powers are shared and 117,935 shares allocated to Dr. Salter
   under the Stock Bonus Plan.

(15)  This  figure  includes  8,750  shares  issuable  upon the
   exercise of stock options held by Mr. Sallinger.

(16)  This  figure  includes  581  shares  owned jointly by Mr.
   Farrell and his  wife  as  to  which  voting  and investment
   powers  are  shared  and  16,250  shares  issuable  upon the
   exercise of stock options held by Mr. Farrell.

(17)  This  figure  includes  2,345  shares  allocated  to  Dr.
   Coupland  under  the  Stock  Bonus  Plan  and 20,000 shares
   issuable  upon  the  exercise  of stock options held by Dr.
   Coupland.

(18)  This figure includes 204,891 shares  allocated  to  such
   persons  under  the  Stock  Bonus  Plan  and 105,875 shares
   issuable upon the exercise of stock options.



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 2001 Annual Report to shareholders:

        Consolidated Balance Sheets at December 31,
         2001, and 2000                                             33

        Consolidated Statements of Operations for the
         three  years ended December 31, 2001                       34

        Consolidated Statements of Cash Flows for the
         three  years ended December 31, 2001                       35

        Consolidated Statements of Shareholders' Equity
         for  the three years ended December 31, 2001               36

        Notes to Consolidated Financial Statements                 37-59

        Report of Independent Auditors                              60

    * Incorporated by reference from the indicated pages of
       the 2001 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,
        2001                                                        30

   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  income 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 amendments dated March 16,
              1999 (10) and March 5, 2002 (5)

       10(b)  Amended and Restated Loan and Security Agreement,
              by and between Intergraph   Corporation   and
              Foothill Capital Corporation, dated November 30,
              1999 (12) and amendment dated August 1, 2001

       10(c)* Intergraph Corporation 1997 Stock Option Plan (6)
              and amendment dated January 11, 1999 (11)

       10(d)  Indemnification Agreement between Intergraph
              Corporation and each member of the Board of
              Directors of the Company dated June 3, 1997 (7)

       10(e)* Intergraph Corporation Nonemployee Director
              Stock Option Plan (8)

       10(f)  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 (9)

       10(h)* Employment Contract of Graeme J. Farrell dated
              March 26, 1997 (13)

       10(i)* Employment Contract of Lewis N. Graham, Jr.
              dated February 6, 2001 (13)

       10(j)* Z/I Imaging Corporation 1999 Stock Option Plan (13)

       10(k)* Z/I Imaging Corporation 2000 Stock Option Plan (13)

       10(l)* Intergraph Corporation 2002 Stock Option Plan

       10(m)* Employment Contract dated October 24, 1985, of
              Gerhard Sallinger

       13     Portions of the Intergraph Corporation 2001 Annual
              Report to Shareholders incorporated  by reference
              in this Form  10-K  Annual Report

       21     Subsidiaries of the Company                                  31

       23     Consent of Ernst & Young LLP, Independent Auditors           32

   * 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 8-K  dated March  8,  2002, 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
           June 30, 1997, under the Securities Exchange Act of 1934, File
           No. 0-9722.

      (8)  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.

      (9)  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.

      (10) Incorporated by reference to exhibits filed with the Company's
           Annual Report on Form 10-K for the  year  ended December 31,
           1998, under the  Securities Exchange Act of 1934, File No.
           0-9722.

      (11)  Incorporated  by reference to exhibit filed with the Company's
            Registration Statement on Form S-8 dated May 24, 1999, under
            the Securities Exchange Act of 1933, File No. 333-79137.

      (12)  Incorporated by reference to exhibits filed with the Company's
            Annual Report on Form 10-K for the year ended December 31, 1999,
            under the Securities Exchange Act of 1934, File No. 0-9722.

      (13)  Incorporated  by  reference to exhibits filed  with  the
            Company's Annual Report on Form 10-K for the year ended
            December 31, 2000, under the Securities Exchange Act of 1934,
            File No. 0-9722.

(b)    Reports  on  Form  8-K - on March 8, 2002,  the  Company
       filed a Current Report on Form 8-K, reporting a resolution
       by the Company's Board of Directors to amend  the  Rights
       Agreement.

(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 includes
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.
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 2001
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 F. Taylor Jr.     Date:  March 14, 2002
                -----------------------
                    James F. Taylor Jr.

    Chairman of the Board, Chief Executive Officer and Director


   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 F. Taylor Jr.    Chairman of the Board,     March 14, 2002
-----------------------    Chief Executive Officer
    James F. Taylor Jr.    and Director


/s/ Larry J. Laster        Executive Vice President,  March 14, 2002
-----------------------    Chief Financial Officer,
    Larry J. Laster        and  Director (Principal
                           Financial and  Accounting
                           Officer)

/s/ Lawrence R. Greenwood        Director             March 14, 2002
-------------------------
    Lawrence R. Greenwood


/s/ Thomas J. Lee                Director             March 14, 2002
--------------------
    Thomas J. Lee


/s/ Sidney L. McDonald           Director             March 14, 2002
-----------------------
    Sidney L. McDonald


/s/ Joseph C. Moquin             Director             March 14, 2002
---------------------
    Joseph C. Moquin


/s/ Linda L. Green                Director             March 14, 2002
--------------------
    Linda L. Green









             INTERGRAPH CORPORATION AND SUBSIDIARIES

 SCHEDULE II ---- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES




                                      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           2001  $18,169,000     1,348,000      6,541,000(1)  $12,976,000
                 2000  $16,066,000     5,507,000      3,404,000(1)  $18,169,000
                 1999  $13,814,000     6,900,000      4,648,000(1)  $16,066,000


Allowance for
 obsolete inventory
 deducted from
 inventories in the
 balance sheet   2001  $28,556,000     2,375,000     12,425,000(2)  $18,506,000
                 2000  $33,896,000    16,089,000(3)  21,429,000(2)  $28,556,000
                 1999  $31,249,000    23,187,000(4)  20,540,000(2)  $33,896,000





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

(2)  Obsolete inventory reduced to net realizable value.

(3)  Includes a $4.7 million inventory write-down resulting from
     the Company's exit of the hardware development and design
     business in third quarter 2000.

(4)  Includes a $7 million inventory write-down resulting from the
     Company's exit from the personal computer and generic server
     businesses in third quarter 1999.