AMENDMENT NO. 1 TO RIGHTS AGREEMENT

      Amendment No. 1 to Rights Agreement dated as of  March  16,
1999, amending the Rights Agreement, dated as of August 25,  1993
(the  "Rights  Agreement"),  between  Intergraph  Corporation,  a
Delaware corporation (the "Company"), and Harris Trust &  Savings
Bank,  an  Illinois  banking corporation, as  Rights  Agent  (the
"Rights  Agent,"  which term shall include any  successor  Rights
Agent under the Rights Agreement at the Company's direction).

                           WITNESSETH:

      WHEREAS,  on  August 25, 1993, the Company and  the  Rights
Agent entered into the Rights Agreement;

      WHEREAS,  Section 26 of the Rights Agreement provides  that
prior to the Distribution  Date, the Company and the Rights Agent
may  amend  any  provision of the Rights  Agreement  without  the
approval  of any holders of certificates representing  shares  of
Common Stock; and

      WHEREAS, on November 5, 1998, the Board of Directors of the
Company determined to amend the Rights Agreement and directed the
Rights Agent to enter into this Amendment;

      NOW,  THEREFORE, for and in consideration of the  premises,
the Rights Agreement is amended as follows:

     1.   Section 1(m) of the Rights Agreement is amended to read
          as follows:

          [Intentionally Left Blank]

     2.   Section 1(r) of the Rights Agreement is amended to read
          as follows:

          [Intentionally Left Blank]

     3.   Section 3(c) of the Rights Agreement is deleted in
          its entirety and amended to read as follows:

                 (c)  Rights shall be issued by the Company in
          respect of all Common Shares (other than Common Shares
          issued upon the exercise or exchange of any Right)
          issued or delivered by the Company (whether originally
          issued or delivered from the Company's treasury) after
          the Record Date but prior to the earlier of the
          Distribution Date and the Expiration Date.
          Certificates evidencing such Common Shares shall have
          stamped on, impressed on, printed on, written on or
          otherwise affixed to them the following legend or such
          similar legend as the  Company may deem appropriate and
          as is not inconsistent with the provisions of this
          Agreement, or as may be required to comply with any
          applicable law or with any rule or regulation made
          pursuant thereto or with any rule or regulation of any
          stock exchange or transaction reporting system on which
          the Common Shares may from time to time be listed or
          quoted, or to conform to usage:

                         This Certificate also evidences
                         and entitles the holder hereof
                         to certain Rights as set
                         forth in a Rights Agreement between
                         Intergraph Corporation and Harris
                         Trust and Savings Bank,
                         dated August 25, 1993, as amended
                         March 16, 1999 (the "Rights
                         Agreement"), the terms of which are
                         hereby incorporated herein by
                         reference and a copy of which is on
                         file at the principal executive
                         offices of Intergraph Corporation.
                         Under certain circumstances, as set
                         forth in the Rights Agreement, such
                         Rights may be redeemed, may be
                         exchanged, may expire, may be
                         amended or may be evidenced by
                         separate certificates and no longer
                         be evidenced by this Certificate.
                         Intergraph Corporation will mail to
                         the holder of this Certificate a
                         copy of the Rights Agreement
                         without charge promptly after
                         receipt of a written request
                         therefor.  Under certain
                         circumstances as set forth in the
                         Rights Agreement, Rights
                         beneficially owned by an Acquiring
                         Person or any Affiliate or
                         Associate of an Acquiring Person
                         (as such terms are defined in the
                         Rights Agreement) may become null
                         and void.

     4.   Section 23(a)  of the Rights Agreement is deleted in
          its entirety and amended to read as follows:

          (a)  The Board of Directors of the Company may, at
          its option, at any time prior to the earlier of
          (i) the Distribution Date or (ii) the Final
          Expiration Date, redeem all, but not less than
          all, of the then outstanding Rights at the
          Redemption Price.  The redemption of the Rights by
          the Board may be made effective at such time, on
          such basis and with such conditions as the Board,
          in its sole discretion, may establish.


     5.   Section 26 of the Rights Agreement is deleted in
          its entirety and amended to read as follows:

          Supplements and Amendments.  Prior to the
          Distribution Date and subject to the last sentence of
          this Section 26, if the Company so directs, the Company
          and the Rights Agent may from time to time supplement
          or amend any provision of this Agreement without the
          approval of any holders of certificates representing
          Common Shares.  From and after the Distribution Date
          and subject to the last sentence of this Section 26,
          the Company and the Rights Agent may supplement or
          amend this Agreement without the approval of any
          holders of Right Certificates in order (i) to cure any
          ambiguity, (ii) to correct or supplement any provision
          contained herein which may be defective or inconsistent
          with any other provisions herein, (iii) to shorten or
          lengthen any time period hereunder, or (iv) to
          supplement or amend the provisions hereunder in any
          manner which the Company may deem desirable, including,
          without limitation, the addition of other events
          requiring adjustment to the Rights under Sections 11 or
          13 hereof or procedures relating to the redemption of
          the Rights, which supplement or amendment shall not, in
          the good faith determination of the Board of Directors,
          adversely affect the interests of the holders of Right
          Certificates (other than an Acquiring Person or an
          Affiliate or Associate of an Acquiring Person).  Upon
          the delivery of a certificate from an officer of the
          Company which states that the proposed supplement or
          amendment is in compliance with the terms of this
          Section 26 and certification that the Board of Directors
          has approved the supplement or amendment, the Rights Agent
          shall execute such supplement or amendment; provided,
          however, that the failure or refusal of the Rights Agent
          to execute such supplement or amendment shall not affect
          the validity of any supplement or amendment adopted by the
          Company, any of which shall be effective in accordance
          with the terms thereof.  Notwithstanding anything in this
          Agreement to the contrary, no supplement or amendment
          shall be made which decreases the stated Redemption
          Price or the period of time remaining until the Final
          Expiration Date or which modifies a time period
          relating to when the Rights may be redeemed at such
          time as the Rights are not then redeemable.  Further,
          notwithstanding anything in this Agreement to the contrary,
          no supplement or amendment that changes the rights and 
          duties of the Rights Agent under this Agreement will be
          effective against the Rights Agent without the execution
          of such supplement or amendment by the Rights Agent.


     IN WITNESS THEREOF, the parties hereto have caused this
Amendment No.1 to Rights Agreement to be duly executed as of the
date first above written.


                              INTERGRAPH CORPORATION


                              By: /s/ Stephen J. Phillips
                                 ______________________________________
                                   Name:  Stephen J. Phillips 
                                   Title: Assistant Secretary


                              HARRIS TRUST AND SAVINGS BANK


                              By: /s/ Dennis M. Sneyers
                                 _____________________________________
                                   Name:   Dennis M. Sneyers
                                   Title:  Vice President