INTERGRAPH CORPORATION
                     1997 STOCK OPTION PLAN

1.  PURPOSE

    This  1997  Stock Option Plan of Intergraph Corporation  (the
"Plan") is intended as an incentive for key employees which  will
foster  increased productivity, encourage them to remain  in  the
employ  of Intergraph Corporation (the "Corporation"), and enable
them  to  acquire or increase their proprietary interest  in  the
Corporation.   At  the  discretion of the Committee,  as  defined
below,  options  issued  pursuant to  this  Plan  may  be  either
incentive stock options within the meaning of Section 422 of  the
Internal  Revenue Code of 1986, as amended ("Incentive Options"),
or  options  which  are  not  Incentive  Options  ("Non-Statutory
Options").

2.  ADMINISTRATION

    The   Plan  shall  be  administered  by  a  committee   (the
"Committee")  composed  of the entire Board  of  Directors  or  a
committee  of the Board of Directors that is composed  solely  of
two  or more Non-Employee Directors.  For this purpose, the  term
"Non-Employee Director" shall mean a person who is  a  member  of
the  Company's  Board of Directors who (a) is  not  currently  an
officer or employee of the Company or any parent or subsidiary of
the   Company,  (b)  does  not  directly  or  indirectly  receive
compensation  for serving as a consultant or in  any  other  non-
director capacity from the Company or any parent or subsidiary of
the  Company that exceeds the dollar amount for which  disclosure
would  be  required  pursuant to Item 404(a)  of  Regulation  S-K
promulgated  under the Securities Act of 1933 and the  Securities
Exchange Act of 1934 ("Regulation S-K"), (c) does not possess any
interest in any other transaction with the Company or any  parent
or  subsidiary  of  the  Company for which  disclosure  would  be
required  pursuant to Item 404(a) of Regulation S-K, and  (d)  is
not  engaged in a business relationship with the Company  or  any
parent  or  subsidiary of the Company which would be  disclosable
under  Item 404(b) of Regulation S-K.  In the event the Committee
is  a  committee composed of two or more Non-Employee  Directors,
the Board of Directors may from time to time remove members from,
add  members to, and fill vacancies on, the Committee.  A  member
of the Committee shall be eligible to participate in the Plan and
receive options under the Plan.

    The Committee shall select one of its members as Chairman, and
shall hold meetings at such times and places as it may determine.
Action taken by a majority of the Committee at which a quorum  is
present, or action reduced to writing or approved in writing by a
majority of the members of the Committee, shall be valid acts  of
the Committee.

    The  Committee  may from time to time and at its  discretion,
grant  options to eligible employees.  Subject to  the  terms  of
this  Plan,  the Committee shall exercise its sole discretion  in
determining  which eligible employees shall receive options,  and
the number of shares subject to each option granted.

    The  Committee's  interpretation  and  construction  of  any
provision of the Plan, or any option granted under it,  shall  be
final.  No member of the Committee shall be liable for any action
or  determination made in good faith with respect to the Plan  or
any option granted under the Plan.

3.  ELIGIBILITY

    Persons  eligible  to  receive  options  shall  be  such  key
employees  (including  officers)  of  the  Corporation  and   its
subsidiaries  as  the Committee shall from time to  time  select.
The  determination  of whether a company is a subsidiary  of  the
Corporation  shall be made in accordance with Section  425(f)  of
the  Internal Revenue Code, as amended.  An option recipient may,
subject to the terms and restrictions set forth in the Plan, hold
more than one option.  No person shall be eligible to receive  an
option  for a larger number of shares than is granted to  him  by
the  Committee.   In selecting the individuals  to  whom  options
shall  be  granted, as well as determining the number  of  shares
subject  to  each option, the Committee shall weigh the  position
and responsibility of the individual being considered, the nature
of  his  or  her  services,  his or  her  present  and  potential
contributions to the Corporation, and such other factors  as  the
Committee deems relevant to accomplish the purposes of the Plan.

4.  STOCK

    The  stock subject to options issued under the Plan shall  be
shares   of   the  Corporation's  authorized  but  unissued,   or
reacquired,  ten  cent ($.10) par value common  stock  (hereafter
sometimes  called  "Capital  Stock"  or  "Common  Stock").    The
aggregate number of shares which may be issued pursuant to option
exercises  under  the Plan shall not exceed 3,000,000  shares  of
Capital  Stock.   The  limitations established  by  each  of  the
preceding sentences shall be subject to adjustment as provided in
Article 5(g) of the Plan.

   In  the event that any outstanding option under the Plan  for
any  reason expires or is terminated, the shares of Capital Stock
allocable to the unexercised portion of such option may again  be
subjected to an option under the Plan.

5.  TERMS AND CONDITIONS OF THE PLAN

    No obligation to retain an option recipient as an employee of
the  Corporation or its subsidiaries, or to provide  or  continue
providing  the  option recipient with, or to  permit  the  option
recipient to retain, any incident associated with or arising, out
of employment with the Corporation or its subsidiaries, including
but  not  limited to tenure, salary, benefits, title or position,
shall be imposed on the Corporation or its subsidiaries by virtue
of the adoption of the Plan, the grant or acceptance of an option
granted pursuant to the Plan, or the exercise of an option  under
the  Plan.   Stock  options  granted  under  the  Plan  shall  be
authorized  by the Committee and shall be evidenced by agreements
in  such  form as the Committee shall from time to time  approve.
Such  agreements  shall  conform with, and  be  subject  to,  the
following terms and conditions:

   (a) Number of Shares and Form of Option

       Each option agreement shall state the number of shares to
which  it pertains and whether the option granted is an Incentive
Option or a Non-Statutory Option.

   (b) Option Price

       Each  option  agreement shall state the  option  exercise
price.   The  per  share  exercise price  for  shares  obtainable
pursuant  to an Incentive Option shall not be less than  100%  of
the Fair Market Value, as defined below, of the shares of Capital
Stock of the Corporation on the date the option is granted.   The
per share exercise price for shares obtainable pursuant to a Non-
Statutory  Option  shall not be less than the par  value  of  the
shares.  For all purposes under the Plan, Fair Market Value shall
be  deemed  to be the closing sale price of the Common  Stock  as
reported on the Nasdaq National Market (or the mean  between  the
highest and lowest per share sales price should the Common  Stock
be listed on an exchange) on a given day, or if such stock is not
traded on that day, then on the next preceding day on which  such
stock  was  traded  (the "Fair Market Value").   Subject  to  the
foregoing,   the   Committee  shall  have  full   authority   and
discretion,  and shall be fully protected, with  respect  to  the
price  fixed  for shares obtainable pursuant to the  exercise  of
options.  The aggregate Fair Market Value (determined at the time
the Incentive Option is granted) of the Common Stock with respect
to  which Incentive Options are exercisable for the first time by
the  option  recipient during any calendar year (under  all  such
plans  of the Corporation and its subsidiary corporations)  shall
not  exceed  $100,000.   If  an option recipient  is  granted  an
Incentive  Option  which exceeds this limitation,  the  Incentive
Option  shall  be null and void to the extent such limitation  is
exceeded.   Notwithstanding the foregoing,  no  Incentive  Option
shall  be  granted  to  an employee who, immediately  after  such
option  is  granted, owns or has rights to stock possessing  more
than ten percent (10%) of the total combined voting power of  all
classes  of  stock  of  the Corporation, unless  such  option  is
granted  at a price which is at least 10% greater than  the  Fair
Market  Value  of the stock subject to the Incentive  Option  and
such  option by its terms is not exercisable after the expiration
of five (5) years from the date such option is granted.

   (c) Medium and Time of Payment

       The option recipient may pay the option exercise price in
cash, by means of unrestricted shares of the Corporation's Common
Stock, or in any combination thereof.  The option recipient  must
pay  for  shares  received pursuant to an option exercise  on  or
before  the  date  of  delivery  of  the  shares  to  the  option
recipient.   Subject to the requirements of rules promulgated  by
the   Securities  and  Exchange  Commission  and   Regulation   T
promulgated by the Federal Reserve Board, the Committee,  in  its
sole  discretion,  may  establish procedures  whereby  an  option
recipient  may  exercise an option or a portion  thereof  without
making  a  direct payment of the option price to the Corporation.
If  the  Committee  so  elects to establish a  cashless  exercise
program,  the Committee shall determine, in its sole  discretion,
and  from  time  to  time,  such  administrative  procedures  and
policies as it deems appropriate and such procedures and policies
shall  be  binding on any option recipient utilizing the cashless
exercise  program.  Payment in currency or by check, bank  draft,
cashier's  check,  or  postal money  order  shall  be  considered
payment  in  cash.  In the event of payment in the  Corporation's
Common  Stock,  the shares used in payment of the purchase  price
shall  be  taken at the Fair Market Value of such shares  on  the
date they are tendered to the Corporation.

   (d) Term and Exercise of Options

       No option shall be exercisable either in whole or in part
prior  to  twenty-four (24) months from the date it  is  granted.
Subject  to the right of accretion provided in the next  to  last
sentence  of  this Article 5(d), each option shall be exercisable
in  four  (4) installments, as follows:  (1) up to one-fourth  of
the  total  shares covered by the option may be  purchased  after
twenty-four (24) months from the date the option is granted;  (2)
up to one-fourth of the total shares covered by the option may be
purchased  after thirty-six (36) months from the date the  option
is  granted; (3) up to one-fourth of the total shares covered  by
the  option  may be purchased after forty-eight (48) months  from
the  date the option is granted; and (4) up to one-fourth of  the
total  shares covered by the option may be purchased after  sixty
(60)  months from the date the option is granted.  The  Committee
may  provide,  however, for the exercise of an option  after  the
initial   twenty-four  month  period,  either  as  an   increased
percentage  of shares per year or as to all remaining shares,  if
the  option recipient dies, is or becomes disabled, or, with  the
permission   of  the  Committee,  retires.   During  the   option
recipient's lifetime, the option shall be exercisable only by the
option  recipient,  or the option recipient's guardian  or  legal
representative  if  one  has been appointed,  and  shall  not  be
assignable  or  transferable other than by will or  the  laws  of
descent  and  distribution.  To the extent not exercised,  option
installments shall accumulate and be exercisable, in whole or  in
part,  in any subsequent period but not later than ten (10) years
from  the  date the option is granted.  No option is  exercisable
after  the  expiration of ten (10) years  from  the  date  it  is
granted.

   (e) Termination of Employment Except Death

       If  an option recipient's employment with the Corporation
or  its  subsidiaries ceases for any reason other than the option
recipient's death, all options held by him pursuant to  the  Plan
and  not  previously exercised as of the date of such termination
shall terminate and become void and of no effect three (3) months
from  the  date the option recipient's employment is  terminated,
provided that no option shall be exercisable after the expiration
of ten (10) years from the date it is granted.  Authorized leaves
of  absence  or absence for military service shall not constitute
termination of employment for the purposes of the Plan.

   (f) Death of Option Recipient and Transfer of Option

       If  an  option  recipient  dies  while  employed  by  the
Corporation  or its subsidiaries and has not fully exercised  all
of his exercisable options, such options may be exercised, at any
time   within  three  (3)  months  after  death,  by  the  option
recipient's  executors or administrators, or  by  any  person  or
persons  who  shall  have acquired the option directly  from  the
option  recipient  by  bequest  or  inheritance.   In  no  event,
however, shall the option be exercisable more than ten (10) years
after the date such option is granted.  An option transferred  to
an  option  recipient's estate or to a person to whom such  right
devolves  by  reason  of the option recipient's  death  shall  be
nontransferable   by   the   option   recipient's   executor   or
administrator  or by such person, except that the option  may  be
distributed by the option recipient's executors or administrators
to  the  distributees of the option recipient's  estate  entitled
thereto.

   (g) Recapitalization

       Subject  to any required action by the shareholders,  the
aggregate number of shares which may be issued pursuant to option
exercises, the number of shares of Capital Stock covered by  each
outstanding option, and the price per share applicable to  shares
under  such  option, shall be proportionately  adjusted  for  any
increase  or decrease in the number of issued shares  of  Capital
Stock  of  the  Corporation  resulting  from  a  subdivision   or
consolidation  of shares or the payment of a stock dividend  (but
only on the Capital Stock), or any other increase or decrease  in
the   number   of  such  shares  effected  without   receipt   of
consideration by the Corporation.

      If the Corporation is merged with or consolidated into any
other corporation, or if all or substantially all of the business
or  property of the Corporation is sold, or if the Corporation is
liquidated or dissolved, or if a tender or exchange offer is made
for all or any part of the Corporation's voting securities, or if
any   other  actual  or  threatened  change  in  control  of  the
Corporation occurs, the Committee, with or without the consent of
the option recipient, may (but shall not be obligated to), either
at  the time of or in anticipation of any such transaction,  take
any  of  the  following  actions  that  the  Committee  may  deem
appropriate in its sole and absolute discretion: (i)  cancel  any
option  by  providing for the payment to the option recipient  of
the  excess of the Fair Market Value of the shares subject to the
option  over the exercise price of the option, (ii) substitute  a
new  option  of  substantially equivalent value for  any  option,
(iii)  accelerate the exercise terms of any option, or (iv)  make
such  other adjustments in the terms and conditions of any option
as it deems appropriate.

      In  the  event  of  a  change in  Capital  Stock  of  the
Corporation  as  presently constituted, which  is  limited  to  a
change  of all of its authorized shares with par value  into  the
same  number of shares with a different par value or without  par
value, the shares resulting from any change shall be deemed to be
the Capital Stock within the meaning of the Plan.

      To  the  extent that the foregoing adjustments relate  to
stock or securities of the Corporation, such adjustments shall be
made  by the Committee, whose determination in that respect shall
be final.

      Except  as  otherwise expressly provided in this  Article
5(g), the option recipient shall have no rights by reason of  any
subdivision or consolidation of shares of stock of any class,  or
the  payment  of  any  stock dividend or any  other  increase  or
decrease  in  the number of shares of stock of any class,  or  by
reason  of  any dissolution, liquidation, merger or consolidation
or  spin-off of assets or stock of another corporation. Any issue
by the Corporation of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not  affect,
and  no  adjustment by reason thereof shall be made with  respect
to, the number or price of shares of Capital Stock subject to the
option.

      The  grant  of an option pursuant to the Plan  shall  not
affect  in any way the right or power of the Corporation to  make
adjustments,  reclassifications, reorganizations, or  changes  of
its  capital  or  business structure, or to  merge,  consolidate,
dissolve,  liquidate, sell, or transfer all or any  part  of  its
business or assets.

   (h) Rights as a Stockholder

       An  option  recipient or a transferee of an option  shall
have  no  rights  as  a stockholder with respect  to  any  shares
subject to his option until a stock certificate is issued to  him
for  such  shares.  No  adjustment shall be  made  for  dividends
(ordinary or extraordinary, whether in cash, securities, or other
property),  distributions, or other rights for which  the  record
date  is  prior  to  the date such stock certificate  is  issued,
except as provided in Article 5(g) of the Plan.

   (i) Modification, Extension, and Renewal of Options

       Subject  to  the  terms of the Plan,  the  Committee  may
modify,  extend, or renew outstanding options granted  under  the
Plan,  or  accept  the surrender of outstanding options  (to  the
extent  not theretofore exercised) and authorize the granting  of
new   options  in  substitution  therefor  (to  the  extent   not
theretofore exercised).  The Committee shall not, however, modify
any outstanding Incentive Options so as to specify a lower price,
or  accept  the  surrender of outstanding Incentive  Options  and
authorize  the  granting of new options in substitution  therefor
specifying   a  lower  price.   Notwithstanding  the   foregoing,
however, no modification of an option shall, without the  consent
of   the  option  recipient,  alter  or  impair  any  rights   or
obligations under any option theretofore granted under the Plan.

   (j) Withholding

       Whenever the Corporation proposes or is required to issue
or   transfer  shares  of  Capital  Stock  under  the  Plan,  the
Corporation shall have the right to require the option recipient,
prior  to  the issuance or delivery of any certificates for  such
shares,  to  remit to the Corporation, or provide indemnification
satisfactory  to  the  Corporation for, an amount  sufficient  to
satisfy  any  federal, state, local, and foreign withholding  tax
requirements incurred as a result of an option exercise under the
Plan by such option recipient.

   (k) Other Provisions

       The  option  agreements authorized under the  Plan  shall
contain  such  other  provisions, including, without  limitation,
restrictions  upon the exercise of the option, as  the  Committee
shall  deem  advisable.   Limitations and restrictions  shall  be
placed  upon the exercise of Incentive Options, in the  Incentive
Option agreement, so that such option will be an "incentive stock
option" as defined in Section 422 of the Internal Revenue Code of
1986.

6.  TERM OF PLAN

    Incentive  Options and Non-Statutory Options may  be  granted
pursuant  to the Plan from time to time within a period  of  five
(5)  years commencing on June 1, 1997, and continuing through May
31, 2002.

7.  INDEMNIFICATION OF COMMITTEE

    In  addition to such other rights of indemnification as  they
may have as directors or as members of the Committee, the members
of  the Committee shall be indemnified by the Corporation against
the reasonable expenses, including, attorney's fees, actually and
necessarily  incurred  in  connection with  the  defense  of  any
action,  suit,  or proceeding, or in connection with  any  appeal
therein, to which they or any of them may be a party by reason of
any  action  taken or failure to act under or in connection  with
the Plan or any option granted hereunder, and against all amounts
paid  by them in settlement thereof (provided such settlement  is
approved   by   independent  legal  counsel   selected   by   the
Corporation) or paid by them in satisfaction of a judgment in any
such  action, suit, or proceeding, except in relation to  matters
as  to  which  it  shall  be adjudged in such  action,  suit,  or
proceeding,  that  such Committee member is  liable  for  willful
misconduct  in  the  performance of his  duties;  provided,  that
within  sixty  (60) days after institution of  any  such  action,
suit, or proceeding a Committee member shall in writing offer the
Corporation  the opportunity, at its own expense, to  handle  and
defend the same.

8.  AMENDMENT OF THE PLAN

    The  Board  of Directors, insofar as permitted by law,  shall
have  the  right from time to time with respect to any shares  at
the  time  not subject to options, to suspend or discontinue  the
Plan or revise or amend it in any respect whatsoever, except that
without  approval  of the shareholders of the  Company,  no  such
revision or amendment shall:  (a) change the number of shares for
which  options  may  be  granted under the  Plan  either  in  the
aggregate   or  to  any  individual  employee,  (b)  change   the
provisions  relating to the determination of  employees  to  whom
options  shall be granted, (c) remove the administration  of  the
Plan  from  the  Committee, or (d) decrease the  price  at  which
Incentive Options may be granted.

9.  APPLICATION OF FUNDS

    The  proceeds received by the Corporation from  the  sale  of
Capital  Stock pursuant to the exercise of options will  be  used
for general corporate purposes.

10. NO OBLIGATION TO EXERCISE OPTION

    The granting of an option shall impose no obligation upon the
option recipient to exercise such option.

11. APPROVAL OF STOCKHOLDERS

    This  Plan  shall  take effect on June 1,  1997,  subject  to
approval  by the affirmative vote of the holders of the  majority
of  the  outstanding shares of Capital Stock of  the  Corporation
present, or represented, and entitled to vote at a meeting of the
shareholders,  which  approval  must  occur  within  the   period
beginning twelve (12) months before and ending twelve (12) months
after the date the Plan is adopted by the Board of Directors.