UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                                  
                             FORM 10-K/A
                           Amendment No. 2
                                  
        [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934

             For the fiscal year ended December 31, 1996
                                  
                                 OR
                                  
     [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

                For the transition period from       to
                                              -------  -------
                Commission file number 0-9722

                       INTERGRAPH CORPORATION
                       ----------------------
       (Exact name of registrant as specified in its charter)
                                  
                     Delaware                     63-0573222
       -------------------------------  ------------------------------------    
       (State or other jurisdiction of  (I.R.S. Employer Identification No.)
        incorporation or organization)

              Intergraph Corporation
               Huntsville, Alabama                    35894-0001
      --------------------------------------  ------------------------------
     (Address of principal executive offices)         (Zip Code)

  Registrant's telephone number, including area code:  (205) 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.  (X)

  As of January 31, 1997, there were 47,758,544 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 $362,316,000  based  on  the closing sale
price  of  such  stock  as reported  by  NASDAQ on January 31, 1997,
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, 1996                            Part I, Part II, Part IV

    Portions of the Proxy Statement for the 
      May 15, 1997 Annual Shareholders' Meeting    Part III
                                  
                              PART IV

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

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

  3) Exhibits

      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)

      10(a)* Employment contracts of Allan B. 
             Wilson dated May 3, 1995. (5)

      10(b)* Loan program for executive officers 
             of the Company as amended, dated 
             May 1, 1996. (6)

      10(c)  Loan and Security Agreement and 
             amendment, by and between Intergraph
             Corporation and Foothill Capital
             Corporation, dated December 20,1996. 

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

      11     Computations of Loss Per Share                   18
      13     Portions of the Intergraph Corporation
             1996 Annual Report to Shareholders 
             incorporated by reference in this 
             Form 10-K Annual Report
      21     Subsidiaries of the Company                      19
      23     Consent of Independent Auditors                  20
      27     Financial Data Schedule
      99     Consent of Director Nominee                      21

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

--------------

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

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

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

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

        (5)Incorporated by reference to exhibits filed with the Company's
           Annual Report on Form 10-K for the year ended December 31,1995,
           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.



                             SIGNATURE


   Pursuant to the requirements of the Securities Exchange Act  of
1934,  the registrant has duly caused this amendment to be  signed
on its behalf by the undersigned thereunto duly authorized.



                      INTERGRAPH CORPORATION



               By   /s/  John W. Wilhoite             Date: September 25, 1997
                    ----------------------------------      ------------------ 
                         John W. Wilhoite
                         Vice President and Controller
                        (Principal Accounting Officer)