DIVIDEND POLICY

The  Company  has  never declared or paid a cash  dividend  on  its
common  stock.  It is the present policy of the Company's Board  of
Directors   to  retain  all  earnings  to  finance  the   Company's
operations.

PRICE RANGE OF COMMON STOCK

Since  April 1981, Intergraph common stock has traded on The Nasdaq
Stock  Market under the symbol INGR.  As of January 31, 2003, there
were  46,227,249 shares of common stock outstanding, held by  5,818
shareholders  of record.  The following table sets forth,  for  the
periods  indicated, the high and low sale prices of  the  Company's
common stock as reported on The Nasdaq Stock Market.

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                           2002                   2001
Period               High        Low        High        Low
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First Quarter       $17.95      $13.41      $11.38     $5.75
Second Quarter       19.73       12.98       15.97      8.34
Third Quarter        18.45       13.91       15.06      8.69
Fourth Quarter       20.00       16.21       13.88      8.25
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TRANSFER AGENT AND REGISTRAR           INDEPENDENT AUDITORS

Computershare Investor Services, LLC   Ernst & Young LLP
2 North LaSalle Street                 1901 Sixth Avenue North
Chicago, IL 60602                      Suite 1900 AmSouth/Harbert
(312) 588-4991			       Plaza
              		               Birmingham, AL 35203

FORM 10-K

A  copy  of  the  Company's  Form 10-K filed with the Securities and
Exchange Commission is available without charge upon written request
to:   Investor Relations, Intergraph Corporation IW2003, Huntsville,
AL 35894-0001, Phone (256) 730-2184

ANNUAL MEETING

The annual meeting of Intergraph  Corporation  will  be held May 15,
2003, at the Corporate offices in Huntsville, Alabama.

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REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders
Intergraph Corporation

We  have  audited the accompanying consolidated balance  sheets  of
Intergraph Corporation and subsidiaries as of December 31, 2002 and
2001,   and   the  related  consolidated  statements   of   income,
shareholders' equity, and cash flows for each of the three years in
the  period ended December 31, 2002. These financial statements are
the  responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our
audits.

We  conducted  our  audits  in accordance with  auditing  standards
generally  accepted in the United States.  Those standards  require
that  we  plan and perform the audit to obtain reasonable assurance
about  whether  the  financial  statements  are  free  of  material
misstatement.   An  audit  includes examining,  on  a  test  basis,
evidence  supporting the amounts and disclosures in  the  financial
statements.   An  audit  also  includes  assessing  the  accounting
principles  used and significant estimates made by  management,  as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In  our opinion, the financial statements referred to above present
fairly,  in  all  material  respects,  the  consolidated  financial
position  of  Intergraph Corporation and subsidiaries, at  December
31, 2002 and 2001, and the consolidated results of their operations
and  their  cash flows for each of the three years  in  the  period
ended  December  31, 2002 in conformity with accounting  principles
generally accepted in the United States.

Birmingham, Alabama
January 31, 2003

/s/ Ernst & Young, LLP