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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, 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
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      (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 I
ITEM 1.   BUSINESS

Overview

   Intergraph Corporation (the "Company" or "Intergraph"), founded
in  1969,  is  a  vendor of hardware, software, and  services  for
technical, creative, and information technology (IT) professionals
found  in  a  range of industry and government sectors. Intergraph
offers  open,  industry  standard solutions,  including  Microsoft
Corporation's    Windows-based   software,   Intel   Corporation's
microprocessor-based  hardware,  and  related  services,  to  meet
engineering, design, modeling, analysis, mapping, IT, and creative
computing  needs.  The Company's products are sold through  direct
and  indirect channels worldwide, with United States and  European
revenues  representing  approximately 78% of  total  revenues  for
1996.

Intel/Windows-Based Products for High Performance Computing

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

   In  late  1992,  the Company concluded that systems  with  Intel
microprocessors and Windows operating systems would become  capable
of supporting high end computing and other enterprisewide computing
environments,  while at the same time maintaining  interoperability
with existing UNIX-based systems.  The Company, therefore, chose to
migrate  products from its own Clipper RISC microprocessor  to  the
Intel  microprocessor  and  from  the  UNIX  operating  system   to
Microsoft's  Windows NT, a 32 bit operating system powerful  enough
to run both technical and business applications on a less expensive
hardware platform.  At the end of 1994, the Company completed a two
year development effort to port its technical software applications
to  the  Windows  NT  operating system,  and  to  make  Windows  NT
available  on  all  Intergraph  workstations.   In  addition,   the
transition  from a proprietary hardware architecture  (Clipper)  to
that  of Intel Corporation was substantially completed during  this
same period.  See Management's Discussion and Analysis of Financial
Condition  and  Results  of Operations  and  Note  3  of  Notes  to
Consolidated  Financial Statements contained in the Company's  1996
Annual  Report, portions of which are incorporated by reference  in
this Form 10-K Annual Report, for further discussion of the effects
of these strategic decisions on the Company.

   Today,  the  Company  offers  a  range  of  Intel/Windows-based
solutions for technical, IT, and creative professionals, including
low  to  high  end  workstations, servers, software  applications,
peripherals,   and   consulting,  networking,  system   migration,
training, and maintenance and support services.  Depending on user
requirements, the Company's products and services can be  provided
as  point  solutions or as integrated solutions that  include  all
necessary hardware, software, and services.

Intergraph Hardware

   During  the  last half of 1993, the Company began  to  offer  a
hardware  platform  (in  addition  to  its  own)  based  on  Intel
microprocessors.   Previously,  the  Company's  hardware  platform
offering  had been based on its own microprocessor.   The  Company
ceased design of its microprocessor at the end of 1993, and Intel-
based  systems  grew to represent 74% of hardware  unit  sales  in
1994, 95% in 1995, and 99% in 1996.  Currently, Intergraph markets
and  sells  a complete line of workstations and servers  based  on
Intel's Pentium and Pentium Pro microprocessors and the Windows NT
operating  system.   See  "Manufacturing and  Sources  of  Supply"
below.

   The  Company offers workstation products for a range of  users.
The  TD  line  of computer systems offers Pentium and Pentium  Pro
microprocessors,  Windows  NT and Windows  95  operating  systems,
leading edge graphics, and other industry standard components.  TD
personal computers are intended for 2D design and drafting  users,
as  well  as office automation and business management tasks.   TD
personal  workstations  are for 3D design,  engineering  analysis,
image  processing,  and  rendering.  TDZ 3D graphics  workstations
offer high end, industry standard graphics and computing power  on
price  competitive Pentium Pro-based systems running  Windows  NT.
All   Intergraph  systems  offer  numerous  options  that   permit
customers to order systems that meet their unique needs, including
a   selection   of  display  monitors,  upgradeable  memory,   and
specialized peripherals.

   The  Company  offers  Intel/Windows-based InterServe  symmetric
multiprocessing servers for workgroups, departments, or an  entire
enterprise.  These systems come with fully integrated optical disk
products, backup solutions, and networking capabilities,  as  well
as  with consultation, installation, and other services to  assure
customer success.

  Other systems are available for specialized needs. The Company's
StudioZ workstations are Pentium Pro/Windows NT-based systems  for
creating  computer  generated images and digital  betacam  quality
video  for the entertainment and broadcast markets.  Intel/Windows
NT-based  web servers are solutions for establishing and  managing
customers'  sites  on  the World Wide Web.  Industry  standard  3D
graphics  accelerators are available, including RealiZm, providing
3D  graphics  for Windows NT; Intense 3D, an add-in graphics  card
available  to third party PC and workstation vendors; and  Intense
3D 100, a retail market 3D games card.

   The  Company  offers large format production scanners,  imaging
systems  for  scanning and plotting images, and laser imagesetters
for  electronic publishing. Additional special purpose peripherals
such  as disk and tape drives, printers, and other devices may  be
manufactured  in  house or sold as original equipment  from  third
parties.

Intergraph System Software

  In November 1992, the Company announced its decision to port its
technical software applications to Microsoft Corporation's Windows
NT operating system and to make Windows NT available on Intergraph
workstations.  The effect of this decision has been to expand  the
availability   of   the   Company's  workstations   and   software
applications   to   Windows-based   computing   environments   not
previously addressed by the Company, including the availability of
Intergraph  software applications operating across  a  variety  of
both  the  Intergraph  proprietary hardware architecture  and  the
hardware  architectures of other vendors that use the  Windows  NT
operating system.  Prior to this decision, the Company's  software
applications   operated   principally   on   Intergraph   hardware
platforms.  The Company has continued to maintain products in  the
UNIX operating system environment, the foundation for its software
applications prior to Windows NT.  Limited shipments of Windows NT-
based software began in the fourth quarter of 1993.  As of the end
of  1994,  the  Company had completed the port of its applications
software  to Windows NT, and sales of Windows-based software  grew
to  represent 48% of software revenues in 1994, 70% in  1995,  and
78% in 1996.

   While the Company believes the industry is accepting Windows NT
and  that  it  will become the dominant operating  system  in  the
markets  served  by  the Company, acceptance  of  this  system  by
customers has been slower than anticipated and the timing of  such
acceptance  is unpredictable, since adoption of any new  operating
system   requires  considerable  effort  and  expense.   Competing
operating  systems  are  available  in  the  market,  and  several
competitors of the Company offer or are adopting Windows NT as the
operating  system for their products.  There can be  no  assurance
that  the Windows NT operating system will become dominant in  the
markets  served  by  the Company or that the  Company's  operating
system  and hardware strategies will result in the restoration  of
profitability.

   At the systems software level, Intergraph develops software  to
provide   graphics   and  database  management   capabilities   on
Intergraph systems, advanced compilers for Intergraph systems, and
utilities  to  enable  interoperability with  systems  from  other
vendors.   The  Company  also offers a line  of  UNIX  to  Windows
interoperability products.

  The graphics software foundation for many Intergraph Windows 95-
,   Windows   NT-,   and  UNIX-based  software   applications   is
MicroStation,  a  graphics  software  product  owned  by   Bentley
Systems,  Inc.,  an  Intergraph affiliate.  MicroStation  provides
fundamental  graphics element creation, maintenance,  and  display
functions  for  Intergraph's UNIX- and  Intel-based  workstations.
See  Item  3, Legal Proceedings, below and Management's Discussion
and  Analysis of Financial Condition and Results of Operations and
Note 12 of Notes to Consolidated Financial Statements contained in
the   Company's  1996  Annual  Report,  portions  of   which   are
incorporated  by  reference in this Form 10-K Annual  Report,  for
further  discussion  of  the Company's  affiliation  with  Bentley
Systems, Inc.

   In late 1995, the Company introduced its Jupiter technology,  a
Windows-based  component  software  architecture   that   is   the
foundation   of   many  new  computer-aided-design/computer-aided-
manufacturing/computer-aided-engineering     (CAD/CAM/CAE)     and
geographic   information  systems  (GIS)   applications   software
products  under  development  by  the  Company.   This  technology
creates  a  Windows  native  environment  where  information  from
competing CAD systems comes together without translation  to  form
unified  design models and drawings. The first two products  built
on  Jupiter technology began shipping in mid-1996, including a  32
bit two dimensional technical drawing and concept tool and a three
dimensional  system  for mechanical assembly  and  part  modeling.
Initial   orders   for  these  products  have  not   met   Company
expectations  and  have  not  contributed  substantially  to  1996
revenues.  Initial releases of these products were  delayed  until
late in the year and contained certain performance problems.   The
Company  believes these problems have been resolved in  subsequent
releases of the products, which began in the fourth quarter of 1996.
Other Jupiter-based software applications will  be  introduced  in
1997.

Intergraph Applications Software

   Intergraph  develops,  markets, and  supports  Windows  NT-,
Windows  95-, and UNIX-based software products for professionals who
work in CAD/CAM/CAE, mapping/GIS, asset and information management,
utilities,  facilities  management,  shipbuilding,  mechanical  and
electronics  design, public safety, and architecture,  engineering,
and construction (AEC).

   In  terms  of broad market segments, the Company's mapping/GIS,
AEC, and mechanical design, engineering, and manufacturing product
applications  continue to dominate the Company's  product  mix  at
approximately  51%, 28%, and 13%, respectively, of  total  systems
sales in 1996 (43%, 34%, and 14%, respectively, for 1995).

   Following  is  a  brief  description  of  these  major  product
application areas.

     Mapping  and GIS.  Intergraph offers a range of  mapping  and
  GIS  solutions  to assist businesses, government,  and  academic
  institutions  in solving geography-based problems.  Intergraph's
  mapping/GIS   software  tools  address   the   life   cycle   of
  mapping/GIS  projects, from project and data management  through
  data  collection  and integration, spatial query  and  analysis,
  output, and map production.

     Intergraph's  mapping/GIS solutions  help  companies  address
  workflows  in  government and several major  industries.   These
  products   support  solutions  for  all  levels  of   government
  including    infrastructure   management,    planning,    growth
  management,  economic development, land information  management,
  public   safety   and  security,  public  works,  redistricting,
  tactical  and strategic defense applications (such as land-based
  command   and   control   operations),  and   hydrographic   and
  aeronautical   charting   systems.    Transportation    industry
  applications  range  from decision support  activities  such  as
  policy,  planning, and programming to the creation of operations
  systems   that  support  day-to-day  tasks.   Utility  companies
  utilize    Intergraph's   mapping/GIS   products   to   automate
  management  and  analysis applications such as market  analyses,
  long  range  planning and forecasting, corridor  evaluation  and
  selection,  right-of -way  analysis,  and  environmental  impact
  studies  for siting, permitting, contaminant studies,  and  risk
  evaluation.   Environmental  and  natural  resource   management
  applications   include  monitoring,  evaluating  and   managing,
  conservation   and  remediation  of  the  environment.    Energy
  exploration  and  production products  assist  geoscientists  in
  geological   analysis   related  to   energy   exploration   and
  production and mineral extraction.

     Intergraph also provides solutions for end-to-end digital map
  and  chart  publishing,  digital  image  processing,  orthophoto
  production, and digital photogrammetry.

     Architecture,  Engineering,  and  Construction.  Intergraph's
  architectural,  facility  management,  and  engineering  product
  line  automates the project design and management process.  With
  this  software,  users can develop and model building  concepts,
  produce  construction documents, and manage space and assets  in
  a   finished   facility.   The  system  serves  the   needs   of
  architecture/engineering  firms and  corporate  or  governmental
  facility  management  offices.  Included  are  capabilities  for
  producing   three   dimensional  models  of   design   concepts,
  architectural   drawings,  reports,   engineering   plans,   and
  construction  drawings.   Packages are also  offered  for  space
  planning,   facility  layout,  maintenance   management,   lease
  management and asset tracking.

     Intergraph's civil engineering software includes capabilities
  for  coordinate geometry and for site, water resources,  bridge,
  structural,   geotechnical   and   transportation   engineering.
  Structural  engineering  software is used  to  create  two   and
  three dimensional structural models that serve as the basis  for
  frame- and  finite element-based structural design and  analysis
  of  steel and concrete structures.  For construction needs,  the
  products  support traditional drafting and report  requirements.
  The  Company's  highway,  rail, site,  and  hydraulic/hydrologic
  engineering  products link traditional workflow activities  from
  data   collection  to  plan  and  profile  production   to   the
  generation of construction drawings.

     The  Company's plant design software addresses the  needs  of
  process  and  power  plant  design efforts.   The  plant  design
  system  product  supports  process  flow  diagrams,  piping  and
  instrumentation   diagrams,  instrumentation  data   management,
  piping,    equipment,   heating/ventilation/air    conditioning,
  electrical,  structural, and other design aspects  of  a  plant.
  Three dimensional modeling capabilities are also provided.   The
  system  performs  interference checking  and  provides  reports,
  materials  lists,  and drawings.  A supporting product  provides
  "walk throughs" of three dimensional plant models.

     Mechanical  Design, Engineering and Manufacturing.   For  the
  mechanical  design  and manufacturing market, Intergraph  offers
  software  to automate the product development cycle from  design
  through  analysis, manufacturing, and documentation.   Customers
  use  the  system  to  design mechanical  parts  and  assemblies,
  utilizing  solid  modeling  software.  Detailing,  dimensioning,
  and  drafting  capabilities are included for the  production  of
  engineering drawings.

         Engineering  software  evaluates  product   designs   for
  functional  and structural integrity, predicting behavior  under
  service  or  test  conditions.   Finite  element  modeling   and
  analysis  software  evaluates  designs  by  simulating  stresses
  encountered  in  end  use.  Intergraph's manufacturing  products
  assist  in  optimizing  material usage and  cutting  cycles  for
  metalworking  and fabrication.  In addition, a  data  management
  system  organizes shared product databases for coordination  and
  management of product cycle phases.

Product Development

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

   Product  development expenditures include all costs related  to
designing  new  or  improving  existing  equipment  and  software.
During  the year ended December 31, 1996, the Company spent $103.4
million   (9.4%  of  revenues) for product development  activities
compared to $111.6 million (10.2% of revenues) in 1995, and $137.2
million  (13.2% of revenues) in 1994.  See Management's Discussion
and  Analysis  of  Financial Condition and Results  of  Operations
contained in the Company's 1996 Annual Report, portions  of  which
are incorporated by reference in this Form 10-K Annual Report, for
further  discussion  of  product development  expenses,  including
portions capitalized and their recoverability.

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

Manufacturing and Sources of Supply

   The  Company's primary manufacturing activities consist of  the
manufacture  of  printed  circuit boards  used  in  the  Company's
workstations  and  servers  and  the  assembly  and   testing   of
components  and  subassemblies manufactured  by  the  Company  and
others.

   Substantially  all  of the Company's microprocessor  needs  are
currently  supplied by Intel Corporation.  The  Company  does  not
have  a  fixed  quantity  commitment for  microprocessors  in  its
agreements  with  Intel, but believes it has a  good  relationship
with Intel and is unaware of any reason that Intel might encounter
difficulties in meeting the Company's microprocessor needs for the
long term.  Other microprocessors are available in the market, but
a change by the Company from Intel to another microprocessor would
significantly  disrupt the Company's development and manufacturing
activities and result in delayed or lost sales, which would have a
significant adverse effect on the Company's results of  operations
and financial position.

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

Sales and Support

   Sales.  The Company's systems are sold through a combination of
direct   and  indirect  channels  in  approximately  60  countries
worldwide.  Direct channel sales, which represent the majority  of
the  Company's  systems revenues, are generated by  the  Company's
direct  sales  force through sales offices in  over  40  countries
worldwide.  The efforts of the direct sales force are augmented by
sales  through indirect channels, including dealers,  value  added
resellers,  distributors, and system integrators.   Sales  through
indirect  channels represented approximately 18% of total  Company
systems revenues in 1996 and 13% in 1995.

   The  Company's selling efforts are organized along key industry
lines (transportation and local government, utilities, process and
building,  manufacturing, federal government, etc.) for its  major
product  applications.   The Company believes  an  industry  focus
better enables it to meet the specialized needs of customers.   In
general, the Company's direct sales force is compensated through a
combination  of  base  salary and commission.   Sales  quotas  are
established  along  with certain incentives for  exceeding  quota.
Additional   specific  incentive  programs  may   be   established
periodically.

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

International Operations

    International  markets,  particularly  Europe,   continue   in
importance  to the industry and to the Company. Sales outside  the
U.S.  represented approximately 55% of total revenues in 1996  and
in  1995.  European and Asia Pacific revenues represented 33%  and
13%,  respectively,  of  total  revenues  in  1996  (36%  and  8%,
respectively, in 1995).  The Company's operations are  subject  to
and  may  be adversely affected by a variety of risks inherent  in
doing  business  internationally, such as government  policies  or
restrictions, currency exchange fluctuations, and other factors.

   There are currently wholly-owned sales and support subsidiaries
of  the Company located in every major European country.  European
subsidiaries  are  supported by service and  technical  assistance
operations  located  in  The  Netherlands.   Outside  of   Europe,
Intergraph systems are sold and supported through a combination of
subsidiaries  and  distributorships.  At December  31,  1996,  the
Company had approximately 1,400 employees in Europe, 800 employees
in the Asia Pacific area, and 700 employees in other international
locations.

   Fluctuations  in the value of the U.S. dollar in  international
markets can have a significant impact on the Company's results  of
operations.   The Company conducts business in all  major  markets
outside  the  U.S., but the most significant of  these  operations
with  respect to currency risk are located in Europe (specifically
Germany,  U.K., The Netherlands, France and Italy) and  Australia.
Primarily, but not exclusively in these locations, the Company has
certain  currency  related asset and liability  exposures  against
which  certain  measures, primarily hedging, are taken  to  reduce
currency risk.  With respect to these exposures, the objective  of
the  Company is to protect against financial statement  volatility
arising  from  changes in exchange rates with respect  to  amounts
denominated  for balance sheet purposes in a currency  other  than
the  functional currency of the local entity.  The Company  enters
into forward exchange contracts primarily related to these balance
sheet  items  (intercompany receivables, payables, and  formalized
intercompany  debt).   Periodic changes  in  the  value  of  these
contracts  offset exchange rate related changes in  the  financial
statement  value  of these balance sheet items.  Forward  exchange
contracts  are purchased with maturities reflecting  the  expected
settlement  dates  of these balance sheet items  (generally  three
months  or less) and only in amounts sufficient to offset possible
significant  currency rate related changes in the recorded  values
of  these  balance  sheet  items,  which  represent  a  calculable
exposure  for  the Company from period to period.   The  Company's
positions  in  these  derivatives are  continuously  monitored  to
ensure  protection  against  the  known  balance  sheet  exposures
described above.  The Company is prohibited by policy from  taking
currency  positions  exceeding its known  balance  sheet  currency
exposures and from otherwise trading in currencies.

   The  Company  has  historically experienced  slower  collection
periods for its international accounts receivable than for similar
sales to customers in the United States.  In addition, in 1994 the
Company  wrote off a receivable from a Middle Eastern customer  in
the  amount  of $5.5 million, and is experiencing slow  collection
periods  throughout  that region, particularly  in  Saudi  Arabia.
Total accounts receivable from Middle Eastern customers as of  the
end  of  1996  was  $20.7 million ($13.6 million at  December  31,
1995).

   See Management's Discussion and Analysis of Financial Condition
and  Results  of  Operations and Notes 1, 4, and 11  of  Notes  to
Consolidated Financial Statements contained in the Company's  1996
Annual Report, portions of which are incorporated by reference  in
this  Form  10-K  Annual  Report, for further  discussion  of  the
Company's international operations.

U.S. Government Business

    Total   revenue   from  the  United  States   government   was
approximately $161 million in 1996, $159 million in 1995, and $167
million  in 1994, approximately 15% of total revenue in all  three
years.   The Company sells to the U.S. government under  long-term
contractual    arrangements,   primarily   indefinite    delivery,
indefinite quantity (IDIQ) and cost plus award fee contracts,  and
through  commercial  sales of products not  covered  by  long-term
contracts.

   Approximately  40%  of  total federal government  revenues  are
earned  under  long-term  contracts.   The  Company  believes  its
relationship with the federal government to be good.  While it  is
fully  anticipated  that these contracts  will  remain  in  effect
through their expiration, the contracts are subject to termination
(with  damages  paid  to  the Company)  at  the  election  of  the
government.   Any loss of a significant government contract  would
have  an  adverse  impact  on the results  of  operations  of  the
Company.

   The  Company  has  historically experienced  slower  collection
periods  for its U.S. government accounts receivable than for  its
commercial  customers.  At December 31, 1996, accounts  receivable
from the U.S. government was $48 million.

Backlog

   An order is entered into backlog only when the Company receives
a firm purchase commitment from a customer.  The Company's backlog
of unfilled systems orders at December 31, 1996, was $181 million.
At December 31, 1995, backlog was $197 million.  Substantially all
of  the  December 1996 backlog of orders is expected to be shipped
during 1997.

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

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

Competition

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

  Competition in the interactive computer graphics industry varies
among  the  different  product  application  areas.   The  Company
considers  its  principal competitors in the interactive  computer
graphics  market  to  be  IBM, Computervision Corporation, Hewlett
Packard  Corporation,  Digital  Equipment  Corporation (DEC),  Sun
MicroSystems,Inc., Silicon Graphics, Inc., and Mentor Graphics, Inc.
In  the hardware  market,  Intergraph  also competes with personal
computer vendors, such as Compaq Computer Corporation, who sell high
end systems. In the low end graphics market, Intergraph competes with
the software products of Autodesk, Inc., Computervision, Softdesk,
Inc.,  and  several  smaller companies.   Several  companies  with
greater  financial  resources  than the  Company,  including  IBM,
Hewlett Packard, Sun, and Compaq, are active in the industry.

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

Environmental Affairs

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

Licenses, Copyrights, Trademarks, and Patents

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

   Through  the end of 1994, the Company had an exclusive  license
agreement  with Bentley Systems, Inc. (BSI), a 50%-owned affiliate
of  the Company, under which the Company distributed MicroStation,
a software product developed and maintained by BSI and utilized in
many  of  the  Company's software applications.  As  a  result  of
settlement  of  a  dispute between the companies relative  to  the
exclusivity  of  the  Company's  distribution  license,  effective
January  1, 1995, the Company has a nonexclusive license  to  sell
MicroStation  via its direct sales force, and to sell MicroStation
via its indirect sales channels if MicroStation is sold with other
Intergraph  products.   See Item 3, Legal Proceedings,  below  and
Management's  Discussion and Analysis of Financial  Condition  and
Results  of  Operations  and  Note 12  of  Notes  to  Consolidated
Financial  Statements  contained  in  the  Company's  1996  Annual
Report,  portions of which are incorporated by reference  in  this
Form  10-K  Annual Report, for further discussion of the Company's
affiliation with BSI.

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

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

   An  inability to retain significant third party license rights,
in  particular  the  Microsoft license, to protect  the  Company's
copyrights,  trademarks, and patents, or to  obtain  any  required
patent  rights  of  others  through licensing  or  purchase  would
significantly  reduce the Company's revenues and adversely  affect
its results of operations.

Risks and Uncertainties

   In addition to those described above, the Company has risks and
uncertainties  related to its business and operating  environment.
See  Management's  Discussion and Analysis of Financial  Condition
and  Results  of  Operations and Note 2 of Notes  to  Consolidated
Financial  Statements  contained  in  the  Company's  1996  Annual
Report,  portions of which are incorporated by reference  in  this
Form 10-K Annual Report, for further discussion of these risks and
uncertainties.

Employees

   At  December  31,  1996,  the Company had  approximately  8,200
employees.   Of  these, approximately 2,900 were employed  outside
the  United  States.  The Company's employees are not  subject  to
collective  bargaining agreements, and there  have  been  no  work
stoppages  due to labor difficulties.  Management of  the  Company
believes its relations with employees to be good.


ITEM 2.  PROPERTIES

   The  Company's  corporate  offices  and  primary  manufacturing
facility  are  located in Huntsville, Alabama. Sales  and  support
facilities are maintained throughout the world.

   The  Company  owns  over  1,900,000 square  feet  of  space  in
Huntsville   that   is   utilized   for   manufacturing,   product
development, sales and administration.  The Huntsville  facilities
also  include  over  500 acres of unoccupied  land.   The  Company
maintains  subsidiary  company facilities and  sales  and  support
locations  in  major U.S. cities outside of Huntsville,  primarily
through operating leases.

   Outside the U.S., the Company owns approximately 430,000 square
feet  of  space,  primarily its Nijmegen distribution  center  and
European headquarters facility.  Sales and support facilities  are
leased in most major international locations.

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


ITEM 3.  LEGAL PROCEEDINGS

  The Company is the 50% owner of Bentley Systems, Inc. (BSI), the
developer  and owner of MicroStation, a software product  utilized
in  many of the Company's software applications and for which  the
Company  serves  as  a  nonexclusive distributor.   The  Company's
business  relationship with BSI is the subject of two  arbitration
proceedings.    In  December  1995,  the  Company   commenced   an
arbitration  proceeding against BSI with the American  Arbitration
Association,   Philadelphia,  Pennsylvania,  alleging   that   BSI
inappropriately  and  without  cause  terminated   a   contractual
arrangement  between  BSI and the Company.  In  response,  BSI  in
January  1996,  filed a counterclaim against the  Company  seeking
significant damages as the result of the Company's alleged failure
to  use best efforts to sell software support services pursuant to
terms  of the contractual arrangement terminated by BSI.  In March
1996, BSI commenced arbitration against the Company alleging  that
the  Company failed to properly account for and pay to BSI certain
royalties on the sale of BSI software products by the Company, and
seeking  unspecified  damages.  This matter is  currently  pending
with the American Arbitration Association, Atlanta, Georgia.   The
Company  denies  that  it  has breached  any  of  its  contractual
obligations   to   BSI  and  is  defending  vigorously   in   both
proceedings,  but at present is unable to predict the  outcome  of
the  proceedings.  See the discussion under Results of  Operations
set  forth  in  Management's Discussion and Analysis of  Financial
Condition  and  Results of Operations contained in  the  Company's
1996  Annual  Report,  portions  of  which  are  incorporated   by
reference  in  this Form 10-K Annual Report, for  further  details
relative  to  the Company's business relationship  with  BSI,  its
sales of MicroStation, and the financial effects on the Company of
changes in the business relationship.

   The  Company filed a legal action in August 1995, in  the  U.S.
District Court of Alabama, Northeast Division, seeking to dissolve
and  wind up its business arrangement with Zydex, Inc. (Zydex),  a
company  with which it jointly developed its plant design software
application ("PDS"), and seeking an order allowing the Company  to
continue   the  business  of  that  arrangement  without   further
responsibility or obligation to Zydex.  In response, Zydex filed a
counterclaim  against  the  Company  in  November  1995,  alleging
wrongful dissolution of the business relationship and seeking both
sole  ownership of PDS and significant compensatory  and  punitive
damages.   The  Company denies and is defending these  allegations
vigorously, but at present is unable to predict the outcome of the
proceedings.  The Company's sales of PDS products during the  year
ended December 31, 1996 were approximately $36 million.


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.

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

James W. Meadlock      63  Chairman of the Board and
                           Chief Executive Officer                    1969
Larry J. Laster        45  Executive Vice President, Chief
                           Financial Officer and Director             1986
James F. Taylor Jr.    52  Executive Vice President and Director      1977
Robert E. Thurber      56  Executive Vice President and Director      1977
Lawrence F. Ayers Jr.  64  Executive Vice President                   1987
Edward F. Boyle        48  Executive Vice President                   1986
Penman R. Gilliam      59  Executive Vice President                   1994
Neil E. Keith          51  Executive Vice President                   1985
Richard H. Lussier     51  Executive Vice President                   1996
Nancy B. Meadlock      58  Executive Vice President                   1969
Wade C. Patterson      35  Executive Vice President                   1994
Stephen J. Phillips    55  Executive Vice President                   1987
William E. Salter      55  Executive Vice President                   1984
Tommy D. Steele        56  Executive Vice President                   1992
Edward A. Wilkinson    63  Executive Vice President                   1987
Allan B. Wilson        48  Executive Vice President                   1982
Manfred Wittler        56  Executive Vice President                   1989


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

   Larry  J. Laster joined the Company in June 1981 and  has  held
several  managerial positions in the Company's Finance  Department
and  Federal  Systems Division.  He was elected Vice President  in
December  1986,  named Chief Financial Officer in  February  1987,
elected  to the Board of Directors in April 1987, and is currently
Executive Vice President.  Mr. Laster holds a bachelor's degree in
accounting and is a certified public accountant.

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

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

  Lawrence F. Ayers Jr. joined the Company in September 1987 after
32  years  in  federal  government mapping  where  he  became  the
Civilian  Director of the Defense Mapping Agency.   He  served  as
Vice  President for International Federal Marketing until February
1993.   From  1993  to October 1995, he served as  Executive  Vice
President for the Utility and Mapping Sciences application  group.
At  present,  he  is serving on the Intergraph Software  Solutions
business unit staff as Executive Vice President.  Mr. Ayers  holds
a  bachelor's degree in civil engineering and a master's degree in
public administration.

   Edward  F. Boyle joined the Company in June 1981 and  has  been
responsible for several of the Company's software products.  Prior
to  joining Intergraph, he spent nine years in the steel  industry
where  he developed graphic software applications.  He was elected
Vice  President in 1986 and became Vice President of  Intergraph's
Utilities  Division in May 1987.  From 1993 through  the  fall  of
1995, he was Vice President of the Solutions Engineering Division.
He  was then given charge of Enterprise Support Systems, comprised
of  utilities products and professional services.  He was  elected
Executive Vice President in July 1996 and is currently responsible
for  the  Infrastructure and Utilities Division.  Dr. Boyle  holds
bachelor and doctoral degrees in civil engineering.

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

   Neil  E.  Keith joined the Company in December  1981.   He  was
elected   Vice  President  in  September  1985  and  is  currently
Executive   Vice  President.   He  has  extensive  experience   in
manufacturing  management  and is responsible  for  the  Company's
manufacturing operations.  Mr. Keith holds a bachelor's degree  in
management.

   Richard H. Lussier joined the Company in 1979.  He was promoted
to  Vice  President  of Sales in 1981 and was  later  promoted  to
Executive  Vice  President of Worldwide Sales  and  Support.   Mr.
Lussier  left  Intergraph  in  1990 to  pursue  personal  business
interests.   He  rejoined the Company in 1996  as  Executive  Vice
President of U.S. Sales and is currently responsible for sales  in
the  Company's  five  U.S. sales regions.   Mr.  Lussier  holds  a
master's degree in business administration.

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

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

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

   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 Division 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 the Intergraph Federal Systems business unit.  He
holds a doctorate in electrical engineering.

   Tommy  D.  Steele  joined  the Company  in  June  1992  and  is
responsible   for  managing  the  Intergraph  Software   Solutions
business unit.  This includes all Intergraph software, except that
from  VeriBest and International Public Safety, and all associated
professional   services.   He  is  currently  an  Executive   Vice
President of the Company and President of the Intergraph  Software
Solutions business unit.  Mr. Steele came to Intergraph  from  IBM
Corporation, where he was employed for more than 28 years.  During
his  tenure  at IBM, he worked on the Saturn, Apollo, Skylab,  and
space  shuttle  programs  as well as a  number  of  Department  of
Defense  programs.  Mr. Steele's last ten years at IBM were  spent
in  the personal computer software business managing products  for
communications,  databases,  office  automation,   and   operating
systems.   The  last  four  of  those years  were  spent  managing
personal  computer  operating systems (OS/2, DOS,  and  AIX).   He
holds a bachelor's degree in electrical engineering.

   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 Intergraph, Mr. Wilkinson served for 34 years in the  U.S.
Navy, retiring with the rank of Rear Admiral.  He holds a master's
degree in mechanical engineering.

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

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

                                 
                              PART II

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

   The  information appearing under "Dividend Policy"  and  "Price
Range  of Common Stock" on page 46  of the  Intergraph Corporation
1996 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,
1996,  appearing  under  "Five Year  Financial  Summary"  on  page
1 of the Intergraph Corporation 1996 Annual Report to Shareholders
are 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 12  to  22  of   the
Intergraph  Corporation  1996 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  23  to  45  of  the  Intergraph
Corporation 1996 Annual Report to Shareholders are incorporated by
reference in this Form 10-K Annual Report.


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

  None.


                             PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

  The information appearing under "Election of Directors" on  page
4  of   the   Intergraph  Corporation  Proxy Statement relative to
the  Annual  Meeting of Shareholders to be held May 15,  1997,  is
incorporated  by  reference  in  this  Form  10-K  Annual  Report.
Directors are elected for terms of one year at the Annual  Meeting
of the Company's shareholders.

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


ITEM 11.  EXECUTIVE COMPENSATION

   The  information  appearing under "Executive  Compensation"  on
pages  5  to 11  of the  Intergraph  Corporation  Proxy  Statement
relative to the Annual Meeting of Shareholders to be held May  15,
1997,  is  incorporated  by reference in  this  Form  10-K  Annual
Report.


ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND
          MANAGEMENT

   The  information appearing under "Common Stock Outstanding  and
Principal   Shareholders"  on  pages 2  to  3  of  the  Intergraph
Corporation  Proxy  Statement relative to the  Annual  Meeting  of
Shareholders to be held May 15, 1997, is incorporated by reference
in this Form 10-K Annual Report.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   The  information  appearing  under "Certain  Relationships  and
Related  Transactions" on page  5  of  the Intergraph  Corporation
Proxy Statement relative to the Annual Meeting of Shareholders  to
be held May 15, 1997, is incorporated by reference in this Form 10-
K Annual Report.



                              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 1996 Annual Report
       to Shareholders:

       Consolidated Balance Sheets at December 31, 1996 and 1995         23

       Consolidated Statements of Operations for the three years
       ended December 31, 1996                                           24

       Consolidated Statements of Cash Flows for the three years
       ended December 31, 1996                                           25

       Consolidated  Statements of Shareholders' Equity for the
       three years ended December 31, 1996                               26

       Notes to Consolidated Financial Statements                      27 - 44

       Report of Independent Auditors                                    45


    *  Incorporated by reference from the indicated pages of the 1996
       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, 1996               17  

   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 20%- to 50%-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)

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

      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.

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

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

      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.

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


(b)  No reports on Form 8-K were filed during the fourth quarter of
     the fiscal year ended December 31, 1996.

(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.
                                 
      
                              SIGNATURES


   Pursuant  to  the requirements of Section 13 or  15(d)  of  the
Securities  Exchange Act of 1934, the registrant has  duly  caused
this  report  to  be  signed  on its behalf  by  the  undersigned,
thereunto duly authorized.


                      INTERGRAPH CORPORATION

                  By  /s/ James W. Meadlock          Date: March 24, 1997
                   ----------------------------            --------------
                          James W. Meadlock
                    Chief Executive Officer and
                       Chairman of the Board
                   (Principal Executive Officer)


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


                                                                    Date
                                                                    ----

/s/ James W. Meadlock        Chief Executive Officer and        March 24, 1997
--------------------------    Chairman of the Board
    James W. Meadlock        (Principal Executive Officer)


/s/ Larry J. Laster          Executive Vice President,Chief     March 24, 1997
--------------------------    Financial Officer, and Director 
    Larry J. Laster          (Principal Financial Officer)


                             Executive Vice President and       March 24, 1997
--------------------------    Director     
    James F. Taylor Jr.


/s/ Robert E. Thurber        Executive Vice President and       March 24, 1997
--------------------------    Director   
    Robert E. Thurber


/s/ Roland E. Brown          Director                           March 24, 1997
--------------------------
    Roland E. Brown


                             Director                           March 24, 1997
--------------------------
    Keith H. Schonrock Jr.


/s/ John W. Wilhoite         Vice President and Controller      March 24, 1997
--------------------------   (Principal Accounting Officer)
    John W. Wilhoite    



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


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

Allowance for doubtful 
 accounts deducted from
 accounts receivable in
 the balance sheet   
                  1996  $20,399,000  (2,049,000)(3)  1,647,000(1) $16,703,000
                  1995  $20,309,000   4,945,000      4,855,000(1) $20,399,000
                  1994  $20,791,000  10,536,000     11,018,000(1) $20,309,000



Allowance for obsolete
 inventory deducted
 from inventories in
 the balance sheet
                  1996  $34,441,000  24,189,000     15,407,000(2) $43,223,000
                  1995  $31,033,000  17,455,000     14,047,000(2) $34,441,000
                  1994  $24,560,000  20,137,000     13,664,000(2) $31,033,000



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

(2)Obsolete inventory reduced to net realizable value.

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