Exhibit A

                       INTERGRAPH CORPORATION
               NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
               --------------------------------------

1.   Purpose

     The  purpose of the Intergraph Corporation Nonemployee Director
     Stock  Option  Plan  (the "Plan") is to secure  for  Intergraph
     Corporation  (the "Company") and its shareholders the  benefits
     of  the long-term incentives inherent in increased common stock
     ownership  by  the  members  of the  Board  of  Directors  (the
     "Board") of the Company who are not employees of the Company or
     its   Affiliates,  by   strengthening  the  identification   of
     Nonemployee  Directors  with the interests  of  all  Intergraph
     Corporation shareholders.


2.   Definitions

     The  terms  defined in this Section 2 shall have the  following
     meanings, unless the context otherwise requires.

     a.   "Affiliate" shall mean any corporation, partnership, joint
          venture  or  other  entity in which the Company  holds  an
          equity,  profit  or  voting interest of  more  than  fifty
          percent (50%).

     b.   "Annual  Meeting  of Shareholders" shall mean  the  annual
          meeting  of shareholders of the Company held each calendar
          year.

     c.   "Code"  shall mean the Internal Revenue Code of  1986,  as
          amended  to  date and as it may be amended  from  time  to
          time.

     d.    "Company" shall mean Intergraph Corporation,  a  Delaware
           corporation.

     e.   "ERISA" shall mean the Employee Retirement Income Security
          Act  of  1974, as amended to date and as it may be amended
          from time to time.

     f.   "Fair Market Value" per Share shall mean as of any day

          (1)  The  fair  market value of a share of  the  Company's
               common  stock  is the closing price reported  by  the
               NASDAQ  Stock Market on the business day  immediately
               preceding the date as of which fair market  value  is
               being determined or, if there were no sales of shares
               of  the Company's common stock reported on such  day,
               on  the  most  recently preceding day on which  there
               were sales, or

          (2)  if  the  shares of the Company's stock are not listed
               on the NASDAQ Stock Market on the day as of which the
               determination is made, the amount determined  by  the
               Board or its delegate to be the fair market value  of
               a share on such day.

     g.   "Nonemployee Director" shall mean a member of the Board of
          Directors  of  the Company who is not also an  officer  or
          other employee of the  Company or an Affiliate.

     h.   "Nonstatutory  Stock Option" ("NSO") shall  mean  a  stock
          option,  which does not qualify for special tax  treatment
          under Sections 421 or 422 of the Internal Revenue Code.

     i.   "Option"  shall mean either a First Option  or  an  Annual
          Option granted pursuant to the provisions of Section 4  of
          this Plan.

     j.   "Participant"  shall mean any person who holds  an  Option
          granted under this Plan.

     k.   "Plan"  shall mean this Intergraph Corporation Nonemployee
          Director Stock Option Plan.


3.   Administration

     a.   The  Plan  shall be administered by the Board.  The  Board
          may,   by  resolution,  delegate  part  or  all   of   its
          administrative powers with respect to the Plan.

     b.   The Board shall have all of the powers vested in it by the
          terms  of  the Plan, such powers to include the authority,
          within  the  limits prescribed  herein, to  establish  the
          form  of  the  agreement embodying grants of Options  made
          under the Plan.

     c.   The  Board  shall, subject to the provisions of the  Plan,
          have  the  power  to construe the Plan, to  determine  all
          questions  arising thereunder and to adopt and amend  such
          rules  and regulations for the administration of the  Plan
          as it may deem desirable, such administrative decisions of
          the Board to be final and conclusive.

     d.   The   Board  shall  have  no  discretion  to  select   the
          Nonemployee Directors to receive  Option  grants under the
          Plan,    to  determine  the  number  of   shares  of   the
          Company's   common stock  subject to the Plan or  to  each
          grant,  nor  the  exercise price of  the  Options  granted
          pursuant to the Plan.

     e.   The Board may authorize any one or more of their number or
          the  Secretary  or  any other officer of  the  Company  to
          execute and deliver documents on behalf of the Board.  The
          Board  hereby  authorizes  the Secretary  to  execute  and
          deliver  all  documents  to  be  delivered  by  the  Board
          pursuant to the Plan.

     f.   The expenses of the Plan shall be borne by the Company.

4.   Automatic Grants to Nonemployee Directors

     a.   As   of  the  date  of  adoption  of  this  Plan  by   the
          shareholders  of  the  Company, each  current  Nonemployee
          Director  shall  be  granted an option to  purchase  three
          thousand  (3,000)  shares of the  Company's  common  stock
          under  the Plan (the "First Option").  Thereafter,  as  of
          the day upon which shareholders vote to elect directors at
          each  annual  meeting  of  the Company,  each  Nonemployee
          Director  of  the  Board  shall be granted  an  additional
          option  to purchase fifteen hundred (1,500) shares of  the
          Company's  common  stock  under  the  Plan  (the   "Annual
          Option");  provided, however, that a Nonemployee  Director
          who  has  not previously been elected as a member  of  the
          Board of Directors of the Company shall also be granted an
          option  to purchase three thousand (3,000) shares  of  the
          Company's  common  stock  under the  Plan,  on  the  first
          business day of the Nonemployee Director's election to the
          Board,  including election  by the Board of  Directors  to
          fill a vacancy on the Board.

     b.   The automatic grants to Nonemployee Directors shall not be
          subject to the discretion of any person.

     c.   Each Option granted under the Plan shall be evidenced by a
          written  Agreement.  Each Agreement shall be  subject  to,
          and incorporate, by reference or otherwise, the applicable
          terms of this Plan.

     d.   During the lifetime of a Participant, each Option shall be
          exercisable  only by the Participant.  No  Option  granted
          under the Plan shall be assignable or transferable by  the
          Participant, except by will or by the laws of descent  and
          distribution.

5.   Shares of Stock Subject to the Plan

     a.   Subject  to adjustment as provided in Section  10  of  the
          Plan, an aggregate of two hundred fifty thousand (250,000)
          shares  of  the  Company's common stock, $.10  par  value,
          shall  be  available for issuance to Nonemployee Directors
          under the Plan. No fractional shares shall be issued.

     b.   First  Option Grants and Annual Option Grants shall reduce
          the  shares available for issuance under the Plan  by  the
          number  of shares subject thereto.  The shares deliverable
          upon  exercise of any First Option Grant or Annual  Option
          Grant  may be made available from authorized but  unissued
          shares  or  shares  reacquired by the  Company,  including
          shares   purchased  in  the  open  market  or  in  private
          transactions.   If any unexercised First Option  Grant  or
          Annual  Option Grant shall terminate for any  reason,  the
          shares  subject  to, but not delivered under,  such  First
          Option Grant or Annual Option Grant shall be available for
          other First Option Grants or Annual Option Grants.


6.   Nonstatutory Options

     All  Options granted to Nonemployee Directors pursuant  to  the
     Plan shall be NSOs.


7.   Exercise Price

     a.   The price per share of the shares of the Company's  common
          stock  which may be purchased upon exercise of  an  Option
          ("Exercise Price") shall be one hundred percent (100%)  of
          the Fair Market Value per Share on the date the Option  is
          granted  and  shall be payable in full  at  the  time  the
          Option is exercised as follows:

          (1)  in cash or by certified check,

          (2)  by  delivery of shares of common stock to the Company
               which  shall  have  been  owned  by  the  Nonemployee
               Director for at least six (6) months and have a  Fair
               Market Value per Share on the date of surrender equal
               to the Exercise Price, or

          (3)  by  delivery  to  the Company of a properly  executed
               exercise    notice    together   with     irrevocable
               instructions  to a broker to promptly deliver to  the
               Company   from  sale  or loan  proceeds   the  amount
               required to pay the exercise price.

     b.   Such  price shall be subject to adjustment as provided  in
          Section 10 hereof.


8.   Duration and Vesting of Options

     a.   The  term of each Option granted to a Nonemployee Director
          shall  be  for   ten (10) years from the  date  of  grant,
          unless  terminated earlier pursuant to the  provisions  of
          Section 9 hereof.

     b.   Each Option shall vest and become exercisable according to
          the following schedule:

          (1)  thirty-three  and  one-third (33-1/3)  of  the  total
               number  of shares covered by the Option shall  become
               exercisable beginning with the first anniversary date
               of the grant of the Option;

          (2)  thirty-three  and  one-third (33-1/3)  of  the  total
               number  of shares  covered by the Option shall become
               exercisable on each subsequent  anniversary  date  of
               the  grant  of the Option until the third anniversary
               date  of the grant of the Option upon which the total
               number  of  shares  covered by  Option  shall  become
               exercisable.


9.   Effect of Termination of Membership on the Board

     The  right  to  exercise  an Option granted  to  a  Nonemployee
     Director shall be limited as follows, provided the actual  date
     of  exercise is in no event after the expiration of the term of
     the Option:

     a.   If  a Nonemployee Director ceases being a director of  the
          Company  for any reason other than the reasons  identified
          in  subparagraph  b.  of this Section 9,  the  Nonemployee
          Director  shall have the right to exercise the Options  as
          follows, subject to the condition that no Option shall  be
          exercisable  after  the expiration  of  the  term  of  the
          Option:

          (1)  If the Nonemployee Director was a member of the Board
               of  Directors  of the Company for five  (5)  or  more
               years,  all  outstanding Options  become  immediately
               exercisable  upon  the date the Nonemployee  Director
               ceases  being  a director.  The Nonemployee  Director
               may  exercise the Options for a period of  thirty-six
               (36)  months  from the date the Nonemployee  Director
               ceased  being  a  director,  provided  that  if   the
               Nonemployee Director dies before the thirty-six  (36)
               month   period  has  expired,  the  Options  may   be
               exercised   by   the  Nonemployee  Director's   legal
               representative or any person who acquires  the  right
               to  exercise  an Option by reason of the  Nonemployee
               Director's  death for a period of twelve (12)  months
               from the date of the Nonemployee Director's death.

          (2)  If the Nonemployee Director was a member of the Board
               of  Directors of the Company for less than  five  (5)
               years,  the  Nonemployee Director  may  exercise  the
               Options, to the extent they were exercisable  at  the
               date  the Nonemployee Director ceases being a  member
               of  the  Board,  for  a period of  thirty  (30)  days
               following  the  date the Nonemployee Director  ceased
               being  a  director, provided that, if the Nonemployee
               Director  dies before the thirty (30) day period  has
               expired,  the  Options  may  be  exercised   by   the
               Nonemployee Director's legal representative,  or  any
               person  who acquires the right to exercise an  Option
               by reason of the  Nonemployee Director's death, for a
               period  of  twelve (12) months from the date  of  the
               Nonemployee Director's death.

          (3)  If  the  Nonemployee Director dies while a member  of
               the Board, the Options, to the extent exercisable  by
               the Nonemployee Director at the date of death, may be
               exercised   by   the  Nonemployee  Director's   legal
               representative, or any person who acquires the  right
               to  exercise  an Option by reason of the  Nonemployee
               Director's death, for a period of twelve (12)  months
               from the date of the  Nonemployee Director's death.

          (4)  In   the  event  any  Option  is  exercised  by   the
               executors,  administrators, legatees, or distributees
               of  the  estate of a deceased optionee,  the  Company
               shall   be   under  no  obligation  to  issue   stock
               thereunder unless and until the Company is  satisfied
               that the person or persons exercising the Option  are
               the  duly  appointed  legal  representatives  of  the
               deceased optionee's estate or the proper legatees  or
               distributees thereof.

     b.   If  a Nonemployee Director ceases being a director of  the
          Company due to an act of

          (1)  fraud or intentional misrepresentation or

          (2)  embezzlement,   misappropriation  or  conversion   of
               assets  or  opportunities  of  the  Company  or   any
               Affiliate of the Company or

          (3)  any  other  gross or willful misconduct as determined
               by the Board,  in its sole and conclusive discretion,

          all  Options  granted to such  Nonemployee Director  shall
          immediately be forfeited as of the date of the misconduct.

10.  Adjustments and Changes in the Stock

     a.   If  there is any change in the common stock of the Company
          by  reason  of any stock dividend, stock split,  spin-off,
          split-up,    merger,    consolidation,   recapitalization,
          reclassification, combination or exchange  of  shares,  or
          any other similar corporate event, the aggregate number of
          shares  available  under the Plan, and the number and  the
          price  of  shares of common stock subject  to  outstanding
          Options shall be appropriately adjusted automatically.

     b.   No  right to purchase fractional shares shall result  from
          any adjustment in Options pursuant to this Section 10.  In
          case  of  any such adjustment, the shares subject  to  the
          Option shall be rounded down to the nearest whole share.

     c.   Notice of any adjustment shall be given by the Company  to
          each  holder  of  any  Option which  shall  have  been  so
          adjusted  and such adjustment (whether or not such  notice
          is  given) shall be effective and binding for all purposes
          of the Plan.


11.  Effective Date of the Plan

     a.   The Plan shall become effective on the date it is approved
          by the shareholders of the Company.

     b.   Any  amendment  to  the Plan shall become  effective  when
          adopted by the Board, unless specified otherwise,  but  no
          Option granted under any increase in shares authorized  to
          be  issued under this Plan shall be exercisable until  the
          increase  is approved in the manner prescribed in  Section
          12 of this Plan.


12.  Amendment of the Plan

     a.   The Board of Directors may amend, suspend or terminate the
          Plan  at  any  time, but without shareholder approval,  no
          amendment shall materially increase the maximum number  of
          shares  which  may  be issued under the Plan  (other  than
          adjustments  pursuant  to Section 10  hereof),  materially
          increase  the benefits accruing to Participants under  the
          Plan,   materially    modify  the   requirements   as   to
          eligibility for participation or extend the  term  of  the
          Plan.  Approval of the shareholders may be obtained, at  a
          meeting  of  shareholders duly called  and  held,  by  the
          affirmative  vote  of a majority of  the  holders  of  the
          Company's  voting stock who are present or represented  by
          proxy and are entitled to vote on the Plan.

     b.   It is intended that the Plan meet the requirements of Rule
          16b-3  or  any   successor  thereto  promulgated  by   the
          Securities  and  Exchange Commission under the  Securities
          Exchange Act of 1934, as amended, including any applicable
          requirements  regarding shareholder approval.   Amendments
          to   the  Plan  shall  be  subject  to  approval  by   the
          shareholders  of the Company to the extent  determined  by
          the  Board  of  Directors to be necessary to satisfy  such
          requirements as in effect from time to time.

     c.   Rights and obligations under any Option granted before any
          amendment  of  this  Plan  shall  not  be  materially  and
          adversely  affected by amendment of the Plan, except  with
          the  consent  of  the person who holds the  Option,  which
          consent  may be obtained in any manner that the  Board  or
          its delegate deems appropriate.

     d.   The  Board  of  Directors may not amend the provisions  of
          Sections 4, 6, 7, 8 and 9 hereof more than once every  six
          (6)  months,  other than to comport with  changes  in  the
          Code, ERISA, or the rules thereunder.


13.  Termination of the Plan

     a.   The Plan, unless sooner terminated, shall terminate at the
          end  of  ten (10) years from the date the Plan is approved
          by  the  shareholders of the Company.  No  Option  may  be
          granted  under  the Plan while the Plan  is  suspended  or
          after it is terminated.

     b.   Rights  or obligations under any Option granted while  the
          Plan  is  in  effect, including the maximum  duration  and
          vesting  provisions, shall not be altered or  impaired  by
          suspension  or  termination of the Plan, except  with  the
          consent  of the person who holds the Option, which consent
          may  be  obtained  in any manner that  the  Board  or  its
          delegate deems appropriate.


14.  Registration,  Listing, Qualification, Approval  of  Stock  and
     Options

     If  the  Board shall determine, in its discretion, that  it  is
     necessary or desirable that the shares of common stock  subject
     to any Option

     a.   be  registered,  listed  or qualified  on  any  securities
          exchange or under any applicable law, or

     b.   be approved by any governmental regulatory body, or

     c.   approved  by  the  shareholders  of  the  Company,  as   a
          condition of, or in connection with, the granting of  such
          Option,  or  the  issuance  or  purchase  of  shares  upon
          exercise of the Option,

     then the Option may not be exercised in whole or in part unless
     such registration, listing,  qualification or approval has been
     obtained  free of any condition not acceptable to the Board  of
     Directors.


15.  No Right to Option or as Shareholder

     a.   No  Nonemployee  Director or other person shall  have  any
          claim  or  right to be granted an Option under  the  Plan,
          except as expressly provided herein. Neither the Plan  nor
          any  action taken hereunder shall be construed  as  giving
          any  Nonemployee Director any right to be retained in  the
          service of the Company.


     b.   Neither a Nonemployee Director, the Nonemployee Director's
          legal  representative,  nor any person  who  acquires  the
          right  to  exercise an Option by reason of the Nonemployee
          Director's  death shall be, or have any of the  rights  or
          privileges of, a shareholder of the Company in respect  of
          any shares of common stock receivable upon the exercise of
          any  Option  granted under this Plan, in whole or in part,
          unless  and until certificates for such shares shall  have
          been issued.


16.  Governing Law

     The  validity, construction, interpretation, administration and
     effect  of  this  Plan and any rules, regulations  and  actions
     relating  to  this  Plan  will be  governed  by  and  construed
     exclusively  in  accordance with  the  laws  of  the  State  of
     Delaware.