PRELIMINARY COPY

                     INTERGRAPH CORPORATION
                 Huntsville, Alabama  35894-0001

            NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD
                          May 16, 2002



TO THE SHAREHOLDERS OF INTERGRAPH CORPORATION:

   NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders
(the "Meeting") of Intergraph Corporation (the "Company") will be
held  at the Intergraph Auditorium, Building 15, Intergraph  Way,
Huntsville, Alabama, on May 16, 2002, at 5:00 p.m. local time for
the following purposes:

  1. To  elect seven directors to the Board of Directors to serve
     for  the  ensuing year and until their successors  are  duly
     elected  and  qualified (designated as  Proposal  1  in  the
     accompanying Proxy Statement).

  2. To consider and vote upon a proposal to approve and adopt an
     amendment  to the Company's certificate of incorporation  to
     eliminate  the  ability  of  shareholders  to act by written
     consent in lieu of a  meeting (designated as Proposal  2  in
     the accompanying Proxy Statement).

  3. To consider  and  vote upon the Intergraph Corporation  2002
     Stock   Option  Plan  (designated  as  Proposal  3  in   the
     accompanying Proxy Statement).

  4. To ratify  the  appointment of Ernst  &  Young  LLP  as  the
     Company's   independent  auditors  for  the   current   year
     (designated   as  Proposal  4  in  the  accompanying   Proxy
     Statement).

  5. To transact such other business as may properly come  before
     the meeting or any adjournment or postponement thereof.

   The close of business on March 20, 2002, has been fixed as the
record  date  for the determination of shareholders  entitled  to
notice of and to vote at the meeting.

   A copy of the Annual Report to Shareholders for the year ended
December 31, 2001, is enclosed.


                              By Order of the Board of Directors,




                              JOHN R. WYNN

                              Secretary



Huntsville, Alabama
April 5, 2002


   IF  YOU  DO NOT EXPECT TO ATTEND THE MEETING, PLEASE SIGN  AND
DATE  THE  ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE  ENCLOSED
ENVELOPE  IN  ORDER  THAT YOUR SHARES MAY BE REPRESENTED  AT  THE
MEETING.  NO POSTAGE IS NEEDED IF MAILED IN THE UNITED STATES.



                     INTERGRAPH CORPORATION
                 HUNTSVILLE, ALABAMA  35894-0001


                         PROXY STATEMENT

   This  Proxy  Statement  is furnished in  connection  with  the
solicitation  of proxies by the Board of Directors (the  "Board")
of  Intergraph Corporation, to be voted at the Annual Meeting  of
Shareholders  to  be  held  May 16, 2002,  and  at  any  and  all
adjournments  or postponements thereof.  Proposals  1  through  4
inclusive will be presented at the Meeting by management.

   With  regard to Proposal 1, the form of proxy permits approval
of  all  nominees or withholding of votes as to all  nominees  or
specific   nominees   for   director,   and   permits   approval,
disapproval, or abstention with regards to Proposals 2 through  4
inclusive.   If the enclosed form of proxy is properly  executed,
returned,  and  not revoked, it will be voted in accordance  with
the  specifications,  if  any, made by the  shareholder  and,  if
specifications are not made, will be voted FOR the nominees named
in  this Proxy Statement to the Company's Board of Directors, FOR
approval   and  adoption  of  the  amendment  to  the   Company's
certificate  of  incorporation  to  eliminate  the   ability   of
shareholders to act by written consent in lieu of a meeting,  FOR
approval  of  the Intergraph Corporation 2002 Stock Option  Plan,
and  FOR the ratification of the appointment of Ernst & Young LLP
as  the Company's independent auditors for the current year.   In
addition, shares represented by your proxy will be voted  in  the
named proxies' discretion on any other business that may properly
come  before  the  Meeting or any adjournments  or  postponements
thereof,  including  consideration of  a  motion  to  adjourn  or
postpone  such  meeting for the purpose of soliciting  additional
proxies.

   The  cost  of  solicitation of proxies will be  borne  by  the
Company.   Proxies  may be solicited by directors,  officers,  or
regular  employees of the Company in person or  by  telephone  or
mail.    In   addition,   the  Company  has  retained   Georgeson
Shareholder Communications to assist in soliciting proxies for  a
fee  estimated at $40,000, plus reimbursements of reasonable out-
of-pocket  expenses.  The Company requests that brokerage  houses
and   other   custodians,   nominees  and   fiduciaries   forward
solicitation materials to the beneficial owners of shares of  the
Company's  common stock held of record by such  persons  and  the
Company  may  reimburse  such brokers and other  fiduciaries  for
their   reasonable  out-of-pocket  expenses  incurred  when   the
solicitation materials are forwarded.  On or about April 5, 2002,
the  Company  will  commence mailing this  Proxy  Statement,  the
enclosed form of proxy, and the attached Notice to holders of its
common stock.

   Shareholders who sign proxies have the right to revoke them at
any  time  before they are voted by filing with the Secretary  of
the  Company either an instrument revoking the proxy  or  a  duly
executed proxy bearing a later date, or by attending the  Meeting
and voting in person.

   The close of business on March 20, 2002, has been fixed as the
record  date  for the determination of shareholders  entitled  to
notice of and to vote at the Meeting.


                             GENERAL

  The holders of a majority of outstanding shares of Common Stock
as of the record date must be present in person or be represented
by  proxy  to  constitute  a quorum and  act  upon  the  proposed
business.   Failure of a quorum to be represented at the  Meeting
will  necessitate an adjournment or postponement and will subject
the Company to additional expense.

   Proposal  1  discussed  in this Proxy Statement  requires  the
affirmative  vote  of  a  plurality  of  the  outstanding  shares
represented  at  the Meeting and entitled to  vote.   Proposal  2
discussed  in this Proxy Statement requires the affirmative  vote
of a majority of all shares outstanding as of the record date for
the Meeting.  Proposals 3 and 4 discussed in this Proxy Statement
require the affirmative vote of the holders of a majority of  the
outstanding  shares represented at the Meeting  and  entitled  to
vote  thereon.  The Board of Directors recommends that  you  vote
FOR  each  nominee  for director and FOR Proposals  2  through  4
presented in this Proxy Statement.

   Votes  are  counted  by  the Company's  transfer  agent.   The
Company's  certificate  of incorporation and  bylaws  contain  no
provisions concerning the treatment of abstentions and broker non-
votes.   In accordance with Delaware law, abstentions and  broker
non-votes  will  have  no effect on the outcome  of  Proposal  1.
Abstentions and broker non-votes will have the same effect  as  a
vote  cast  against Proposal 2.  Abstentions will have  the  same
effect as a vote cast against Proposals 3 and 4, and broker  non-
votes  will have no effect on the outcome of Proposals 3  and  4.
Both  abstentions and broker non-votes will be  included  in  the
determination of the presence of a quorum.


       COMMON STOCK OUTSTANDING AND PRINCIPAL SHAREHOLDERS

   As  of  January  31,  2002, there were outstanding  49,919,242
shares of the Company's common stock, $.10 par value (the "Common
Stock").   Holders of Common Stock are entitled to one  vote  per
share on all matters to be voted upon by shareholders.

   The  following table sets forth information as of January  31,
2002, as to:

     (a)  the  only persons who were known by the Company to own
          beneficially  more  than 5%  of the outstanding Common
          Stock of the Company,

     (b)  the  shares  of Common Stock beneficially owned by the
          directors and  nominees  of the Company,

     (c)  the shares of Common Stock beneficially owned by James
          F. Taylor  Jr.,  Chairman  of  the  Board  and   Chief
          Executive  Officer  of  the  Company,  who  is  also a
          director  and  nominee;  and  the  four   most  highly
          compensated  executive  officers of  the  Company  who
          were   serving    as  such   at  December  31,   2001,
          (collectively,  Mr. Taylor  and  the  four most highly
          compensated    executive   officers   are  the  "Named
          Executive Officers"), and

     (d)  the  shares  of Common Stock beneficially owned by all
          directors, nominees, Named Executive Officers, and all
          other  executive officers  of  the Company as a single
          group.

                             Number of         Percentage of Total
                       Shares Beneficially        Common Stock
       Name  (1)             Owned  (2)          Outstanding (3)
---------------------  -------------------     -------------------

Intergraph Corporation
Stock Bonus Plan Trust      4,584,095  (4)             9.2%

Dimensional Fund
Advisors, Inc.              2,628,600  (5)             5.3%

Gardner Lewis Asset
Management, L.P.            2,563,556  (6)             5.1%

Director Nominees
-----------------
James F. Taylor Jr.           134,964  (7)              *

Sidney L. McDonald             94,500  (8)              *

Larry J. Laster                35,947  (9)              *

Thomas J. Lee                   7,500 (10)              *

Joseph C. Moquin                2,000 (11)              *

Lawrence R. Greenwood           1,200 (12)              *

Linda L. Green                  6,151 (13)              *


Highest Compensated
Executive Officers
-------------------
William E. Salter             265,135 (14)              *

Gerhard Sallinger              16,250 (15)              *

Graeme J. Farrell              17,587 (16)              *

Roger O. Coupland              32,847 (17)              *


All directors, nominees,
and executive officers
as a group (18 persons),
including the foregoing
directors, nominees, and
Named Executive Officers      682,056 (18)             1.4%
------------------------

* Less than 1%

(1)   The  address of the Stock Bonus Plan Trust is Mellon  Bank,
   c/o The Boston Company, 1 Boston Place, Boston, MA 02108.  The
   address  of  Dimensional  Fund  Advisors,  Inc. is  1299 Ocean
   Avenue,  11th  Floor,  Santa Monica, CA 90401.  The address of
   Gardner  Lewis  Asset  Management, L.P. is 285 Wilmington-West
   Chester  Pike, Chadds Ford, PA 19317.

(2)   Unless otherwise noted, the indicated owner has sole voting
   power and sole investment power.

(3)   Shares  issuable  upon exercise of stock options  that  are
   exercisable within 60 days of January 31, 2002, are considered
   outstanding  for the purpose of calculating the percentage  of
   total  outstanding Common Stock owned by directors,  executive
   officers, and by directors,  nominees,  and executive officers
   as a group.   Such  shares are not considered outstanding  for
   the purpose of calculating the percentage of total outstanding
   Common Stock owned by any other person or group.

(4)   Voting  rights of the Common Stock held by the Stock  Bonus
   Plan  Trust are  passed  through to  participants in the Stock
   Bonus Plan,  which  is  a  Company-sponsored  retirement  plan
   covering  substantially  all  U.S.  employees  of the Company.
   However, if Plan  participants do not properly complete, sign,
   and  return  their  voting  instructions to the Trustee of the
   Plan, the Trustee votes  their  shares  in accordance with the
   instructions of a majority of the participants exercising such
   voting rights.  On  December  5, 2000,  the Company's Board of
   Directors resolved to terminate the Stock Bonus Plan effective
   December  31,  2000.  The  Plan  was submitted to the Internal
   Revenue  Service  ("IRS")  and  the  Securities  and  Exchange
   Commission  ("SEC")  in  April  2001, for determination of the
   Plan's  tax  qualified   status   on   termination   and   for
   confirmation that the special stock buy-back provisions comply
   with federal securities laws.  In November  2001,  the Company
   was  contacted  by the  IRS  and the SEC requesting additional
   information  in  order to complete their reviews.  The Company
   has  responded to those requests.  As of January 31, 2002, the
   IRS examiner has reviewed and approved the request.  The  Plan
   has  now  moved  to senior level review.  Upon  receipt  of  a
   favorable determination letter from the IRS that the  Plan  is
   qualified  at  termination,   each  Plan  participant  will be
   entitled  to  receive  a  lump sum distribution  of his or her
   account  balance  or to  rollover the  account balance into an
   Individual Retirement Account or other qualified plan, and the
   trust will be dissolved.

(5)  As set forth on Schedule 13G/A filed with the Securities and
   Exchange Commission on February 12, 2002.

(6)   As  set forth on Schedule 13G filed with the Securities and
   Exchange Commission on February 14, 2002.  Gardner Lewis Asset
   Management, L.P. has sole voting power over 2,486,256 of these
   shares.

(7)   This  figure includes 74,964 shares allocated to Mr. Taylor
   under  the  Stock Bonus Plan and 10,000 shares over which  Mr.
   Taylor  holds  immediately  exercisable  stock  options.  This
   figure excludes  100,000  shares owned by his wife as to which
   Mr. Taylor expressly disclaims beneficial ownership.

(8)  This figure includes 4,500 shares issuable upon the exercise
   of stock options held by Mr. McDonald.

(9)   This figure consists of 19,900 shares owned jointly by  Mr.
   Laster  and  his wife as to which voting and investment powers
   are  shared,  3,047 shares allocated to  Mr. Laster under  the
   Stock Bonus Plan, and 13,000 shares issuable upon the exercise
   of stock options held by Mr. Laster.

(10) This figure includes 4,500 shares issuable upon the exercise
   of stock options held by Mr. Lee.

(11) This figure includes 1,000 shares issuable upon the exercise
   of  stock options  held by  Mr. Moquin and excludes 200 shares
   owned by  Mr. Moquin's  wife  as to which Mr. Moquin expressly
   disclaims beneficial ownership.

(12) This figure includes 1,000 shares issuable upon the exercise
   of stock options held by Dr. Greenwood.

(13)  This  figure  excludes 2,051 shares owned by  Mrs.  Green's
   husband  as to which Mrs. Green expressly disclaims beneficial
   ownership.

(14)  This figure consists of 147,200 shares owned jointly by Dr.
   Salter  and his  wife as to which voting and investment powers
   are shared  and 117,935 shares allocated to  Dr. Salter  under
   the Stock Bonus Plan.

(15) This figure includes 8,750 shares issuable upon the exercise
   of stock options held by Mr. Sallinger.

(16) This figure includes 581 shares owned jointly by Mr. Farrell
   and  his wife  as  to  which  voting and investment powers are
   shared  and  16,250 shares issuable upon the exercise of stock
   options held by Mr. Farrell.

(17)  This figure includes 2,345 shares allocated to Dr. Coupland
   under the Stock Bonus Plan and 20,000 shares issuable upon the
   exercise of stock options held by Dr. Coupland.

(18)  This  figure  includes  204,891 shares  allocated  to  such
   persons under the Stock Bonus Plan and 105,875 shares issuable
   upon the exercise of stock options.


                           PROPOSAL 1
                      ELECTION OF DIRECTORS

   The Board of Directors has fixed the number of members of  the
Board at seven by resolution pursuant to the authority granted by
the Bylaws of the Company.  There are seven directors at present.
The directors of the Company are currently elected at each annual
meeting of shareholders and serve for a term of one year.

   The Board of Directors proposes that the seven nominees listed
below be elected as directors to serve for a term of one year and
until their respective successors are duly elected and qualified,
subject   to   their   prior   death,  resignation,   retirement,
disqualification,  or removal from office.  Proxies  may  not  be
voted  for  more  than  seven persons.  In  accordance  with  the
Company's Bylaws, Mr. Taylor was elected as Chairman of the Board
of Directors on May 17, 2001, at the meeting of the Board.

   It  is the intention of the persons named in the proxy to vote
the proxies for the election of the nominees listed below, all of
whom  are  presently directors of the Company.   If  any  nominee
should  become unavailable to serve as a director for any  reason
(which  is not anticipated), the persons named as proxies reserve
full  discretion to vote for such other person or persons as  may
be nominated.

   The  nominees for director, together with certain  information
regarding them, are as follows:

                        Positions/Offices           Director of the
    Name and Age        with the Company             Company Since
   --------------       -----------------           ---------------
James F. Taylor Jr.    Chairman of the Board,             1973
 (57)                  Chief Executive Officer,
                       and Director


Larry J. Laster        Executive Vice President,          1987
 (50)                  Chief Financial Officer,
                       and Director


Sidney L. McDonald     Director                           1997
 (63)


Thomas J. Lee          Director                           1997
 (66)


Lawrence R. Greenwood  Director                           2000
 (62)

Joseph C. Moquin       Director                           2000
 (77)

Linda L. Green         Director                           2001
 (50)

   Mr. Taylor joined the Company in July 1969, shortly after  its
formation,  and is considered a founder.  Mr. Taylor was  elected
Chief  Executive Officer March 2, 2000.  He served most  recently
as  Chief Executive Officer of Intergraph Public Safety, Inc.,  a
wholly  owned subsidiary of the Company. Mr. Taylor  was  elected
Chairman of the Board of Directors on May 17, 2001.

   Mr.  Laster joined the Company in 1981 and served as Executive
Vice  President  and Chief Financial Officer from  February  1987
through February 1998, at which time he resigned from the Company
to  serve as Chief Operating Officer of a privately owned company
specializing  in the development, sale, and support  of  business
systems  for  the  petroleum distribution and  convenience  store
industries.   He  rejoined the Company  in  June  1998  as  Chief
Financial  Officer of Intergraph Public Safety,  Inc.,  a  wholly
owned  subsidiary of the Company.  In September 2001, Mr.  Laster
was  elected Executive Vice President and Chief Financial Officer
of Intergraph Corporation.

  Mr. McDonald served as President of Brindlee Mountain Telephone
Company, a provider of local telephone services in north Alabama,
from  1961 until his retirement in July 2000.  Mr. McDonald is  a
founder  of Deltacom Long Distance Services, Inc. and  served  as
its  Chief  Executive Officer from 1984 through  1996.   He  also
served  as  Chief  Executive  Officer  of  Marshall  Cellular,  a
cellular  telephone service company, from 1988 through 1996,  and
of    Southern    Interexchange   Services,   a    fiber    optic
telecommunications network, from 1990 through 1996.  Mr. McDonald
has served in the Alabama Legislature and as Finance Director for
the State of Alabama.

   Mr.  Lee  is  a founder of Lee and Associates, an  engineering
services  firm  specializing in guided missile systems,  and  has
served as its President since January 1997.  He was employed  for
thirty-six years by NASA, and was the Director of the  George  C.
Marshall Space Flight Center from June 1989 through January 1994.
Mr. Lee served as Special Assistant to the NASA Administrator for
Access to Space from January 1994 through March 1995.  Mr. Lee is
a  registered professional engineer and is a member  of  numerous
advisory boards and committees within his field.

   Dr.  Greenwood  serves as Vice President of  Research  at  the
University  of  Alabama  in Huntsville and  has  served  in  that
capacity  since August 1998.  He spent fifteen years  with  NASA,
serving  as Director of the Earth Observations Division  in  NASA
Headquarters  and,  most  recently,  as  Manager  of  the  Global
Hydrology  and  Climate Center in Huntsville from September  1994
through  August 1998.  He served as President of Nichols Research
Corporation,  an  information technology company specializing  in
information solutions and services, from 1991 to 1994.   He  also
served  as  Vice  President and General Manager  of  the  General
Electric  Astro Space Division from 1988 to 1991.  Dr.  Greenwood
is  a  member  of  the  Alabama Aerospace  Commission  and  is  a
registered  professional  engineer  and  a  certified   financial
planner.

    Mr.  Moquin  retired  from  Teledyne  Brown  Engineering,  an
aerospace  corporation specializing in ballistic missile  defense
and space systems, in 1989 after thirty years of service.  At the
time  of  his  retirement, he was serving as Chairman  and  Chief
Executive  Officer.   He  served  as  Interim  President  of  the
University  of Alabama in Huntsville from September 1990  through
July  1991.  He served on the Board of Directors of SCI  Systems,
Inc. ("SCI"), an international electronics manufacturing services
provider,  from  1992  through 1997, and  served  as  a  Director
Emeritus,  non-voting director, for SCI from 1997 to  2000.   Mr.
Moquin  is  a registered professional engineer and has served  on
numerous advisory boards and committees within his field.

   Mrs.  Green serves as Chief Executive Officer of the  Northern
Region  of Colonial Bank, the fiftieth largest bank in the United
States,  and has served in that capacity since June  2000.   From
July  1993 to June 2000, Mrs. Green served as President and Chief
Executive Officer of the Huntsville/Tennessee Region of  Colonial
Bank.   In January 2002, she was confirmed by the Alabama  Senate
to  serve on the State of Alabama's Ethics Commission.  She  also
serves  on  the  University of Alabama in Huntsville  Foundation.
Her  past  service includes Vice Chair and Chair of  the  Alabama
Space  Science Commission, the Von Braun Center Board of Control,
the  Alabama  State Banking Board, 1998 Chair for the  Huntsville
Madison  County Chamber of Commerce, the Board of United Way  and
numerous other civic and charitable organizations.

                 BOARD COMMITTEES AND ATTENDANCE

    The  Board  of  Directors  and  its  Audit,  Nominating,  and
Compensation Committees meet periodically as meetings are  deemed
necessary.  During the year ended December 31, 2001, the Board of
Directors  held  seven meetings, the Audit  Committee  held  five
meetings, the Nominating Committee held three meetings,  and  the
Compensation  Committee held two meetings.  All  of  the  current
directors were present for 75% or more of the aggregate Board and
committee  meetings  for the periods during 2001  in  which  they
served, except for Dr. Greenwood who was present for 71%  of  the
aggregate meetings.

   The Audit Committee consists of Mrs. Green, Dr. Greenwood, and
Mr.  Lee.   Mr.  McDonald and Mr. Moquin rotated  off  the  Audit
Committee  effective  July 30, 2001.  Each member  of  the  Audit
Committee  is  independent  within the  meaning  of  the  listing
standards of the National Association of Securities Dealers.  The
Nominating and Compensation Committees consist solely of all  the
Company's  independent directors, Mr. McDonald, Mrs.  Green,  Dr.
Greenwood,  Mr. Lee, and Mr. Moquin.  Mr. McDonald was  appointed
by the Board in 2000 as the lead independent director to serve as
coordinator   of  the  activities  of  the  Board's   independent
directors.   Specific  responsibilities of the  lead  independent
director  include advising the Chairman of the Board  as  to  the
scheduling  and  agenda  for Board meetings,  ensuring  that  the
quality, quantity, and timeliness of the flow of information from
Company  management is sufficient to allow independent  directors
to   effectively  and  responsibly  perform  their  duties,   and
coordinating  and moderating executive sessions  of  the  Board's
independent directors.

   The purpose of the Compensation Committee is to recommend  and
oversee  management compensation, including  that  of  the  Chief
Executive   Officer.    Additional  information   regarding   the
functions  performed  by  the  Compensation  Committee  and   the
determination  of  management compensation  is  included  in  the
"Report of the Compensation Committee" following.

   The  purpose  of the Nominating Committee is to  consider  and
recommend  nominees for director, including those recommended  by
shareholders  of the Company.  Any recommendations of  a  nominee
should  be  submitted  to  John  R. Wynn,  Secretary,  Intergraph
Corporation, Huntsville, Alabama 35894-0001.  Such nominees  will
be  reviewed by the Nominating Committee in accordance  with  its
established procedures.

   Information  regarding the functions performed  by  the  Audit
Committee  is  set  forth in the "Report of the Audit  Committee"
following.  The Audit Committee is governed by a written  charter
that was amended by the Board of Directors on March 4, 2002.  For
a  copy  of  the  charter,  refer to Appendix  A  in  this  Proxy
Statement.


Report of the Audit Committee

  The  Audit Committee oversees the Company's financial reporting
process  on  behalf  of the Board of Directors.   Management  has
primary responsibility for the Company's financial statements and
reporting  process,  including the systems of internal  controls.
In light of recent developments, the Audit Committee reviewed its
charter  and  determined  that is was appropriate  to  amend  the
charter to include among its specific responsibilities, a  review
and  discussion with management and the independent  auditors  of
the  critical  accounting policies used  in  the  annual  audited
financial   statements,  as  well  as  a  discussion   with   the
independent auditors of all matters affecting the quality of  the
Company's   financial   reporting  and  the   fairness   of   the
presentation  in  the  financial  statements  of  the   financial
condition  and financial risks of the Company. In fulfilling  its
oversight  responsibilities  under this  charter,  the  Committee
reviewed   with   management  the  Company's  audited   financial
statements  included  in  the  2001 Annual  Report,  including  a
discussion   of  the  quality  and  acceptability  of  accounting
policies   and  principles,  the  reasonableness  of  significant
judgments,  and  the  clarity  of disclosures  in  the  financial
statements.

  The   Company's   independent  auditors  are  responsible   for
expressing  an  opinion  on  the  conformity  of  those   audited
financial   statements   with   generally   accepted   accounting
principles.  The Committee reviewed with the independent auditors
their  judgments  as  to  the quality and  acceptability  of  the
Company's  accounting  policies and  principles  and  such  other
matters as are required to be discussed with the Committee  under
generally   accepted  auditing  standards.   In   addition,   the
Committee  has  discussed  independence  of  the  auditors   from
management and the Company, including the matters in the  written
disclosures  by the Independence Standards Board, and  considered
the  compatibility  of  non-audit  services  with  the  auditors'
independence.

  The   Committee  discussed  with  the  Company's  internal  and
independent  auditors  the  overall scope  and  plans  for  their
respective  audits.  The Committee meets with  the  internal  and
independent  auditors,  with and without management  present,  to
discuss  the results of their examinations, their evaluations  of
the  Company's internal controls, and the overall quality of  the
Company's financial reporting.

  In  reliance on the reviews and discussions referred to  above,
the   Committee  recommended  and  the  Board  of  Directors  has
approved,  the  Company's  audited financial  statements  in  the
Annual Report on Form 10-K for the year ended December 31,  2001,
for  filing  with  the Securities and Exchange  Commission.   The
Committee  and  the  Board  have  also  recommended,  subject  to
shareholder  approval, the selection of the Company's independent
auditors (Proposal 3 in this Proxy Statement).


Members of the Audit Committee:

     Linda L. Green, Chair
     Thomas J. Lee
     Lawrence R. Greenwood

    The   foregoing  report  of the  Audit  Committee  does  not
constitute    soliciting  material  and  shall  not  be   deemed
incorporated by reference by any general statement incorporating
by reference the proxy statement into any filing by the  Company
under the Securities Act of 1933 or the Securities Exchange  Act
of  1934,  except to  the  extent  that the Company specifically
incorporates this  information  by  reference,   and  shall  not
otherwise be deemed filed under such acts.


     SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

   Section  16(a) of the Securities Exchange Act of 1934 requires
the  Company's officers, directors, and persons who own more than
ten  percent  of  a  registered class  of  the  Company's  equity
securities, if any, to file reports of ownership and  changes  in
ownership with the SEC and, in the case of the Company, with  The
Nasdaq  Stock Market.  Officers, directors, and greater than  ten
percent  shareholders are required by SEC regulation  to  furnish
the Company with copies of all Section 16(a) forms they file.


   Based  solely  on review of the copies of such forms  and  any
amendments  thereto  furnished to  the  Company,  or  on  written
representations that no forms were required, the Company believes
that  during the year ended December 31, 2001, all Section  16(a)
filing  requirements applicable to its officers,  directors,  and
greater than ten percent beneficial owners were met, except  that
Preetha Pulusani, an Executive Vice President of the Company  and
President of Intergraph Mapping and GIS Solutions, filed one late
report covering one transaction.


                     EXECUTIVE COMPENSATION

   Information  relating  to compensation  of  certain  executive
officers  of  the  Company, the policies  and  practices  of  the
Company  relative to executive compensation, and the  performance
of  the  Company's  stock are presented in  this  section.   This
information consists of a summary compensation table, information
on  stock option grants, exercises, and year-end values, director
compensation, information on employment contracts, the Report  of
the  Compensation Committee, and a graph depicting the  five-year
performance  of  the Company's stock against the  performance  of
peer companies and the Standard & Poor's 500 Stock Index.


Summary Compensation Table

   The  following table summarizes the compensation of  James  F.
Taylor Jr., Chairman of the Board and Chief Executive Officer  of
the  Company,  and  the  four most highly  compensated  executive
officers of the Company who were serving as such at December  31,
2001.


                                                            Long Term
                                                           Compensation
                                 Annual Compensation         Awards
                              ----------------------------- -----------
                                                  Other     Securities All
                                                  Annual    Underlying Other
    Name and                                      Compen-    Options   Compen-
Principal Position       Year Salary($) Bonus($)  sation($)    (#)     sation($)
------------------------ ---- --------- --------  --------- ---------- ---------
                                                     (1)
James F. Taylor Jr.,     2001  300,000       ---        ---        ---     7,422
Chairman of the Board    2000  284,302       ---        ---        ---     8,189
and Chief Executive
Officer              (2)

William E. Salter,       2001  260,000  195,000         ---     40,000     7,625
President, Intergraph    2000  196,800      ---         ---        ---     6,174
Government Solutions (3) 1999  145,600      ---         ---        ---     5,346

Gerhard Sallinger,
President, Process,      2001  194,166   72,078         ---     25,000    15,686
Power & Offshore     (4)

Graeme J. Farrell,       2001  225,000   35,631      20,318        ---    38,432
Executive Vice           2000  204,789      ---      29,622     20,000    29,686
President, Asia          1999  190,000      ---      29,825        ---    28,964
Pacific  Operations  (5)

Roger O. Coupland,       2001  250,000      ---         ---        ---     7,572
President, Intergraph    2000  220,191      ---         ---     30,000     6,694
Public Safety, Inc.  (6)

(1) "Other Annual Compensation" for each of the named  executives
  does  not  include the value of certain personal  benefits,  if
  any,  furnished  by the Company or for which it reimburses  the
  named  executives, unless the value of such benefits  in  total
  exceeds  the  lesser  of $50,000 or 10%  of  the  total  annual
  salary  and  bonus reported in the above table  for  the  named
  executive.

(2) Mr. Taylor was elected Chief Executive Officer of the Company
  on  March 2, 2000.  Effective on that date, Mr. Taylor's annual
  salary  was  set at $300,000.  Mr. Taylor was elected  Chairman
  of the Board of Directors effective May 17, 2001.

  "All Other Compensation" for Mr. Taylor consists of the following:

                                        2001      2000
                                      -------   -------
    Retirement plan contribution      $ 5,100   $ 6,464
    Term life insurance *               2,322     1,725
                                      -------   -------
            Total                     $ 7,422   $ 8,189
                                      -------   -------
                                      -------   -------

(3) Dr.  Salter first became an executive officer of the Company
  in 1989. "All  Other Compensation" for Dr. Salter  consists of
  the following:

                                        2001        2000       1999
                                      -------     -------    -------
    Retirement plan contribution      $ 4,250     $ 4,920    $ 3,640
    Term life insurance *               3,375       1,254      1,706
                                      -------     -------    -------
     Total                            $ 7,625     $ 6,174    $ 5,346
                                      -------     -------    -------
                                      -------     -------    -------

(4) Mr.  Sallinger  first  became  an  executive officer of the
  Company  in  2001. "All Other Compensation" for Mr. Sallinger
  consists of the following:

                                        2001
                                      -------
     Retirement plan contribution     $ 7,767
     Social security contribution       7,919
                                      -------
     Total                            $15,686
                                      -------
                                      -------

   Mr.  Sallinger's compensation is paid in European currencies
that fluctuate in value against the U.S. dollar.


(5)  Mr.  Farrell  first  became  an  executive  officer of the
  Company in 1999.  "Other Annual Compensation" for Mr. Farrell
  consists of the following:

                                        2001       2000        1999
                                      -------    -------     -------
      Car allowance                   $10,575    $14,159     $15,093
      Education assistance for
       dependant                        1,275      8,015       8,183
      Supplemental health insurance     8,205      7,448       6,549
      Other                               263        ---         ---
                                      -------    -------     -------
      Total                           $20,318    $29,622     $29,825
                                      -------    -------     -------
                                      -------    -------     -------

  "All  Other  Compensation"  for Mr.  Farrell  consists of the
following:

                                        2001       2000        1999
                                      -------    -------     -------
      Retirement plan contribution    $22,818    $19,670     $19,463
      Income protection insurance       3,147      2,552       2,518
      Term life insurance *            12,467      7,464       6,983
                                      -------    -------     -------
      Total                           $38,432    $29,686     $28,964
                                      -------    -------     -------
                                      -------    -------     -------

(6) Dr. Coupland  first  became  an  executive  officer of  the
  Company in 2000.

  "All  Other  Compensation"  for  Dr.  Coupland   consists  of
the following:

                                        2001       2000
                                      -------    -------
       Retirement plan contribution   $ 5,250    $ 5,452
       Term life insurance *            2,322      1,242
                                      -------    -------
       Total                          $ 7,572    $ 6,694
                                      -------    -------
                                      -------    -------

*  Premium  payments  for  term life  insurance  were not made to
split-dollar insurance arrangements.

Stock Option Grants, Exercises and Year-End Values

   Grants.  The Company from time to time awards stock options to
key   employees,  including  executive  officers  and  directors,
pursuant  to  stock option plans approved by the shareholders  of
the   Company.   The  following  table  sets  forth   information
concerning  options  granted  under  these  plans  to  the  Named
Executive Officers during the year ended December 31, 2001.

                              OPTION GRANTS (1)
--------------------------------------------------------------------------------
                    Number of    Percent of
                   Securities   Total Options
                   Underlying    Granted to    Exercise             Grant Date
                    Options      Employees      Price    Expiration   Present
  Name              Granted (#)   in 2001     per Share     Date     Value (2)
-------------      ------------ ------------- ---------- ---------- ----------
William E. Salter,    40,000        17%        $11.88     8/13/2011  $280,185
President, Intergraph
Government Solutions

Gerhard Sallinger,    25,000        11%        $10.89    10/30/2011  $158,754
President, Process,
Power & Offshore

(1)   Options  were granted  at fair market value on the date  of
  grant.   Fair  market value is the closing sale  price  of  the
  Company's  stock  as  reported  on  The  Nasdaq  Stock  Market.
  Options  first become exercisable two years from  the  date  of
  grant and vest at a rate of 25% per year from that point,  with
  full  vesting  on  the fifth anniversary  of  the  grant  date.
  Options  are granted for a term of ten years from the  date  of
  grant.

(2)   The  grant date present value of the options was determined
  using the Black-Scholes option-pricing model.  Estimated values
  determined  using  this model are based on the market  value of
  the  stock  on  the  date of grant,  the exercise  price of the
  option,  and on assumptions as to the risk-free rate of return,
  volatility of the  Company's  stock price, and expected term of
  the  option.  Dividend  yield is excluded from the  calculation
  since  it is the present policy of the Company  to  retain  all
  earnings  to  finance operations.  Assumptions  used in valuing
  the  grants  included  an  expected  volatility  of  73% and an
  expected option life of  1.09 years  after  vest  date.   Risk-
  free  rates  of  return  were determined separately for each of
  the serial vesting periods of the options and ranged from 3.32%
  to 4.57%.

  The  actual  value, if any, an executive may realize  from  the
  exercise  of a stock option will equal the excess of the  stock
  price  over  the  exercise price on  the  date  the  option  is
  exercised.   There is no assurance that the value  realized  by
  an  executive will be at or near the value estimated using  the
  Black-Scholes model, or that any value will be realized.

  Exercises.  There were no options exercised by any of the Named
Executive Officers during the year ended December 31, 2001.

   Year-End Values.  The following table sets forth the number of
securities underlying unexercised stock options held by the Named
Executive Officers at December 31, 2001.


                             Number of Securities       Value of Unexercised
                             Underlying Unexercised          In-the-Money
                            Options at Year End (#)    Options at Year End ($)
                          --------------------------  --------------------------
Name                      Exercisable  Unexercisable  Exercisable  Unexercisable
-----------------------   -----------  -------------  -----------  -------------
James F. Taylor Jr.,
Chairman of the Board and
Chief Executive Officer        10,000         10,000       83,650        83,650

William E. Salter,
President, Intergraph
Government Solutions              ---         40,000         ----        74,400

Gerhard Sallinger,
President, Process,
Power & Offshore                6,250         53,750       42,825       305,255

Graeme J. Farrell,
Executive Vice President,
Asia Pacific Operations        16,250         23,750       68,820       191,715

Roger O. Coupland,
President, Intergraph
Public Safety, Inc.            20,000         40,000      109,800       328,975

   The value of unexercised in-the-money options is determined as
the  excess  of  the closing sale price of the  Company's  Common
Stock  as  reported on The Nasdaq Stock Market  on  December  31,
2001,  over the exercise prices of the options held by the  Named
Executive Officers.


Compensation of Directors

   Directors who are also employees of the Company do not receive
additional  compensation for their service  as  directors.   Non-
employee directors receive an annual retainer of $20,000, paid in
quarterly  installments, plus $500 for each Board  and  committee
meeting  attended.  Other compensation includes mileage  paid  at
$.30  per  mile for each member whose home is more than 25  miles
from  Intergraph  headquarters and $50 for  each  hour  traveled,
computed round trip.  In addition, any commercial travel expenses
are  fully  reimbursed.  All directors received the  full  annual
retainer in 2001, except for Mrs. Green who received $10,000  for
her period of service after election to the Board of Directors in
May 2001.

   The  Intergraph Corporation Nonemployee Director Stock  Option
Plan  was  approved  at  the 1998 Annual  Shareholders'  Meeting.
Under  this  plan, any new non-employee director  is  granted  an
option  to  purchase 3,000 shares of the Company's  Common  Stock
upon  his  or  her first election to the Board.  At  each  annual
meeting of shareholders, each non-employee director re-elected to
the  Board  is granted an option to purchase an additional  1,500
shares of the Company's Common Stock.  The exercise price of each
option granted is the fair market value of the Company's stock on
the  date of grant.  Options are granted for a term of ten  years
from  the  date  of grant.  Options first become exercisable  one
year  from the date of grant and vest at a rate of 33%  per  year
from  that  point, with full vesting on the third anniversary  of
the date of grant.


Employment Contracts

   Mr. Farrell holds an employment agreement with the Company and
one of its Australian business entities that provides him a fixed
base  salary, supplemental health insurance, supplemental defined
contribution  pension  and life insurance benefits,  and  expense
allowances  for a vehicle and other personal expense items.   The
contract  is  open-ended, but  may be terminated by either  party
with   three   months'  written  notification.   The  termination
provisions  of  his  contract  provide  for  severance   benefits
calculated  as  a  function of his length of  service  under  the
agreement up to a maximum of two years' base salary.

   Mr.  Sallinger holds an employment agreement with one  of  the
Company's  European business entities.  The employment  agreement
provides him a fixed base salary, a permanent advance for  travel
expenses, and a vehicle.  The contract is open-ended, but may  be
terminated by either party giving a notice of six weeks prior  to
the end of a quarter.  A contract penalty equal to the last gross
monthly  salary  may  apply  if the  employment  relationship  is
terminated prematurely.


Report of the Compensation Committee

   The  Compensation  Committee of  the  Board  of  Directors  is
composed  of all non-employee directors.  The following Committee
report reflects the Committee's activities in 2001 with regard to
executive compensation.  The committee held two meetings  wherein
it  made compensation decisions based upon recommendations by the
Company's Chief Executive Officer ("CEO"), as well as based  upon
its  own subjective evaluations.  This report also describes  the
basis   for  compensation  recommendations  for  2001,  and   the
objectives   that  the  Committee  followed  in   reviewing   and
determining  executive compensation for  2001,  as  well  as  for
future years.


Committee Charter and Objectives

   In  accordance with its Charter, the responsibilities  of  the
Committee  include  the  oversight  of  the  Company's  executive
officer compensation policies and practices.  In fulfilling these
responsibilities, the committee conducts an annual review of  the
Company's executive compensation programs and policies  in  order
to attain the following objectives:

o offer fair and  competitive  base salaries  consistent with the
  Company's position in the markets in which it competes,

o reward   executive   officers   for   corporate  and individual
  performance through incentive bonus programs,

o encourage  future  performance  through  the  use of  long-term
  incentives such as stock options, and

o encourage  executive  officers to  acquire and retain ownership
  of the Company's Common Stock.

   The Company's executive compensation programs and policies are
intended  to enable the Company to attract, retain, and  motivate
the  highest  quality  of  management talent.   To  achieve  this
objective,  the Committee utilizes annual base salaries  together
with   annual   and  long-term  incentives  tied   to   corporate
performance and increases in shareholder value.  As a result, the
Committee works closely with the Administrative Committee of  the
Company's   Employee  Stock  Option  Plan  ("the   Administrative
Committee") in the provision of incentive stock options and  non-
qualified  stock  options to executive  officers  and  other  key
employees  of the Company.  The Administrative Committee  reviews
and  determines  the  award of individual employee  stock  option
grants  under  the  Company's Employee Stock  Option  Plan.   See
"Compensation  Committee  Interlocks and  Insider  Participation"
following  for a summary of the options granted to the  Company's
executive officers and directors during 2001.


Executive Officer Compensation for 2001

    For   2001,  the  CEO  was  responsible  for  formulating   a
recommendation  for  the  compensation  of  all  other  executive
officers  of  the Company based on the authority  and  discretion
granted  the  CEO  by the Board of Directors.  The  CEO  and  the
Committee  also  reviewed  and  considered  independent  industry
survey results concerning the compensation practices of similarly
situated   companies,   including,  where   available,   specific
regional,  industry, and competitor compensation data  (including
that  of  the  peer companies in the performance graph  following
this  report).  Based upon a review of the information  received,
their  own  business experience, and the recommendations  of  the
CEO,  the Committee approved the compensation recommendations  of
the CEO.

   Each  of  the  Business Segment Presidents participates  in  a
formal  bonus  plan that is tied to the financial performance  of
the  segment.  There is no bonus until the Executive reaches  the
income  from  operations  targets established  in  the  segment's
Annual  Operating  Plan.  As the Executive  exceeds  the  planned
performance,  bonuses are earned.  The bonus is capped  at  twice
the  Executives'  annual salary.  There is no formal  cash  bonus
plan  for  executive  officers that are  not  responsible  for  a
segment  or  a  geographic  region,  but  exceptional  individual
performance  is  occasionally rewarded by a cash bonus.   Overall
corporate performance neither guarantees nor precludes the  award
of  bonuses, but may influence the amount of such bonuses.  Sales
executives  are paid a base salary that approximates 70%  of  the
executives' total potential annual compensation.  The base salary
amount may be supplemented in amounts up to an additional 30%  of
total   potential  compensation  if  certain  order  and  revenue
objectives are met.

   The  granting  of  stock  options to purchase  shares  of  the
Company's  stock over a ten-year period at a specified  price  is
the  primary means of providing long-term incentive to  executive
officers  to  perform in a manner that benefits  themselves,  the
Company,  and the Company's shareholders.  There were no standard
performance factors, applicable to either the individual and  his
or  her  job  performance  or the financial  performance  of  the
Company,  considered by the Administrative Committee.   Decisions
to  award stock options were based upon subjective evaluations of
job  performance and expected contribution to the Company.  Stock
options  have also been used to attract new employees.   Previous
option  awards  are considered when awarding new  options.   With
respect  to incentive stock options, such options may not  exceed
the  amounts  permitted  under applicable Internal  Revenue  Code
provisions.    The   Committee   reviewed   and   approved    the
recommendations  of  the CEO with regard to the  award  of  stock
options, for both existing executive officers' compensation plans
as well as new executive officers retained during 2001.

   In  the  past,  the  Company  has  on  occasion  entered  into
employment  agreements  with  key  executives.   Such  agreements
specified the terms of employment, including duration, separation
benefits, and compensation.  Under most circumstances, separation
amounts  do  not exceed the balance of compensation due  for  the
remaining unfulfilled term of the agreement.  Executives  without
employment  agreements  who are terminated  through  a  workforce
reduction  or  job  elimination receive severance  pay  based  on
standard  Company  policy applicable to  all  employees.   During
2001,   the   Committee  assimilated  all  employment  agreements
existing  between  the  Company and  individual  employees.   The
Committee  obtained copies of all such employment agreements,  in
order  to  determine  which agreements remained  in  effect  with
Company executive officers.  At the end of 2001, only three  such
employment  agreements remained in existence between the  Company
and  executive officers.  During 2001, one such agreement expired
in accordance with its terms, and a second was exercised when the
executive  terminated employment with the Company.  Additionally,
during  2001,  an employee of Intergraph (Deutschland)  GmbH  was
promoted  to  President  of the Company's PP&O  segment,  thereby
becoming an executive officer of the Company.  Said employee  had
a  preexisting employment agreement with Intergraph (Deutschland)
GmbH at the time of his promotion, which will remain effective in
his  present  capacity.   The  agreement  does  not  address  the
executive  officer's  current  employment  with  the  Company  as
President  of  PP&O.  The  CEO did not  recommend,  nor  did  the
Committee approve, any new employment agreements during 2001.


CEO Compensation

   There  was no change in the compensation of the CEO for  2001.
The   Committee  did  not  utilize  any  standard  corporate   or
individual  performance  factors  in  its  determination  of  CEO
compensation   for   2001.    The   Committee   establishes   the
compensation  for the CEO solely on the subjective evaluation  of
the performance of the CEO and the level of compensation paid  to
similar executives.

Members of the Compensation Committee:  Sidney L. McDonald, Chair
                                        Linda L. Green
                                        Lawrence R. Greenwood
                                        Thomas J. Lee
                                        Joseph C. Moquin


Compensation Committee Interlocks and Insider Participation

   The  Administrative  Committee of the Company's  stock  option
plan,  which is appointed by and comprised of all current members
of the Board of Directors, may award both incentive stock options
and  non-qualified stock options to executive officers and  other
key  employees.  Members of the Administrative Committee who  are
also  employees  of the Company, including James F.  Taylor  Jr.,
Chairman  of the Board and Chief Executive Officer, and Larry  J.
Laster,  Chief Financial Officer, are eligible to receive options
under  the  Plan.   During the year ended December 31, 2001,  the
Administrative Committee awarded options for a total  of  239,000
shares of the Company's Common Stock.  Of this total, options for
174,000  shares were awarded to directors and executive  officers
of  the  Company,  including  9,000  options  granted  under  the
Nonemployee  Director Stock Option Plan, 65,000  granted  to  the
Named Executive Officers, and 20,000 granted to Mr. Laster.

   During  the year ended December 31, 2001, no executive officer
of  the  Company  served as a director or  as  a  member  of  the
compensation   committee,  or  committee  performing   equivalent
functions, of another business entity.


Performance Graph

   The following graph sets forth, for the five-year period ended
December   31,  2001,  a  comparison  of  the  cumulative   total
shareholder return to the Company's shareholders with that of the
Software  and Services Index, and that of the Standard  &  Poor's
500  Stock  Index.   The Company uses the Media General  Computer
Software  and  Services Index as the best representation  of  the
companies   with  which  its  business  segments  compete.    The
cumulative  total  return  for this index  was  provided  to  the
Company  by  Media General Financial Services.  Total shareholder
return for each was determined by adding a) the cumulative amount
of  dividends  for a given year, assuming dividend  reinvestment,
and  b)  the difference between the share price at the  beginning
and at the end of the year, the sum of which was then divided  by
the share price at the beginning of such year.  The graph assumes
$100 was invested on December 31, 1996.


               Comparative Five-Year Total Returns
                  Software and Services Index,
  Standard & Poor's 500 Stock Index, and Intergraph Corporation



Software and        1996     1997     1998     1999     2000     2001
  Services Index    $100     $121     $180     $309     $186     $164
S&P 500             $100     $133     $171     $208     $189     $166
Intergraph          $100     $ 98     $ 56     $ 46     $ 59     $134



                           PROPOSAL 2
        AMENDMENT TO CERTIFICATE OF INCORPORATION TO ELIMINATE
    THE ABILITY OF SHAREHOLDERS TO ACT BY WRITTEN CONSENT IN LIEU
                         OF A MEETING

   At  the Meeting, the shareholders will be asked to approve and
adopt  an  amendment  to  the  certificate  of  incorporation  to
eliminate  the ability of shareholders to act by written  consent
in lieu of a meeting, which we refer to as the Proposed Amendment
in this Proxy Statement.

   Shareholders  are urged to read carefully the description  and
discussion  of the Proposed Amendment that follows before  voting
on this proposal.

   If  the  Proposed  Amendment  is not  approved,  the  existing
certificate  of  incorporation  will  remain  in  effect  without
amendment.   If the Proposed Amendment is approved,  the  Company
intends  to  amend the certificate of incorporation by  filing  a
certificate  of  amendment  in substantially  the  form  attached
hereto as Appendix B (the  "Certificate of Amendment") reflecting
the  Proposed  Amendment.  The Proposed  Amendment  would  become
effective  upon  the filing of the Certificate of Amendment  with
the  Secretary of State of the State of Delaware.  Under Delaware
law,  the  Company's shareholders are not entitled to dissenter's
rights  with respect to the proposed amendment to the certificate
of  incorporation.  The Board of Directors has reserved the right
under Section 242(c) of the Delaware General Corporation Law (the
"DGCL")   to  abandon  the  Proposed  Amendment,  notwithstanding
approval  of  such proposal by the shareholders, without  further
action by the shareholders.

    Under   Article   VIII   of  the  existing   certificate   of
incorporation, the Board of Directors has the power and authority
to  amend  the  existing bylaws of the Company.  If the  Proposed
Amendment  is approved, the Board of Directors intends  to  amend
and  restate the existing bylaws of the Company which  were  last
restated on August 11, 1993 (the "Bylaws") to more closely follow
and complement the Proposed Amendment.

   The amendment described in Proposal 2 is contained within  the
Certificate  of Amendment set forth in Appendix B to  this  Proxy
Statement, in substantially the form in which it will take effect
if  the Certificate of Amendment is approved by the shareholders.
If  approved  by shareholders, the Certificate of Amendment  will
become  effective on the filing of the Certificate  of  Amendment
with  the  Secretary  of  State of the State  of  Delaware.   The
following   description  of  the  amendment  contained   in   the
Certificate  of  Amendment  is  qualified  in  its  entirety   by
reference to Appendix B.

   Pursuant to the DGCL, approval of the Proposed Amendment  will
require  the  affirmative  vote  of  a  majority  of  all  shares
outstanding  as  of  the record date.  In  tabulating  the  vote,
abstentions and broker non-votes will have the same effect  as  a
vote cast against the Proposed Amendment.  The Board of Directors
unanimously  recommends that shareholders vote FOR  the  approval
and adoption of the Proposed Amendment.


Description of the Proposed Amendment

   Under Section 228 of the DGCL, unless otherwise provided in  a
corporation's  certificate of incorporation, any action  required
or  permitted to be taken by shareholders of a corporation may be
taken  without  a  meeting and without a shareholder  vote  if  a
written consent setting forth the action to be taken is signed by
the  holders of shares of outstanding stock having the  requisite
number  of votes that would be necessary to authorize such action
at  a meeting of shareholders and is delivered in accordance with
the   procedures  set  forth  under  the  DGCL.   The   Company's
certificate of incorporation as currently in effect is silent  on
the   matter   of   shareholder  action   by   written   consent.
Accordingly, Delaware law would permit the holders of a  majority
of the outstanding shares of capital stock of the Company to take
such action.

   The  purpose of the Proposed Amendment is to require that  any
action to be taken by the Company's shareholders may only be done
at  a meeting duly held upon prior notice.  Shareholders will  no
longer have the ability to transact business or take action by  a
consent  in writing signed by the holders of at least a  majority
of  the  issued and outstanding shares of the Company, without  a
meeting and without prior written notice.


Reasons for the Proposed Amendment

   The  Proposed  Amendment  is not in response  to  any  present
effort,  of which the Company is aware, to accumulate our  Common
Stock or to obtain control of the Company.  However, the Board of
Directors  has  observed the relatively  common  use  of  certain
coercive   takeover  tactics,  including  the   accumulation   of
substantial capital stock positions as a prelude to a  threatened
takeover or corporate restructuring, proxy contest and/or partial
tender  offer  and the related use of "two-tiered" pricing  which
may lead to the unfair treatment of shareholders and a failure to
maximize  shareholder  value.  The Board  of  Directors  is  also
mindful  of  the potential impact of current and potential  legal
proceedings  relating to the Company's patents, as  well  as  the
significance  of the Company's patents to others in the  computer
industry.  The potential for recovery of damages from one or more
of  these parties could lead one or more of them to seek  control
of  the Company in an effort to end any litigation by the Company
against  such  party  or  parties before any  judgment  could  be
reached  on  our  claims.  The Company believes that  current  or
potential litigants of the Company also may, without intending to
obtain  control of the Company, use the threat of  an  unfriendly
takeover  bid  in an effort to force the Company to  settle  with
such  party  to  avert  the threat of  a  takeover.   Given  such
circumstances,  the  Board has determined  that  the  ability  of
stockholders  to  act  by  written  consent  makes  the   Company
especially  vulnerable  to the threat of an  unsolicited  hostile
takeover  attempt  by  means of a tender offer  combined  with  a
consent  solicitation to remove the existing directors without  a
meeting  of  stockholders.  Since this type  of  takeover  tactic
potentially  could  be  accomplished within  the  minimum  twenty
business day period prescribed under Federal tender offer  rules,
barring  any  regulatory delays, the Board of Directors  may  not
have  sufficient  time  to  explore,  evaluate  and  present   to
shareholders financial alternatives that may be superior  to  the
unsolicited offer.

   The Board of Directors believes that the best interests of the
Company's shareholders will be served if appropriate defenses  to
coercive tender offers or other coercive efforts to gain  control
of  the Company are established.  By effectively eliminating  the
ability of a hostile acquiror to replace the then incumbent Board
of  Directors without the Company properly calling an  annual  or
special  meeting and giving all shareholders the  opportunity  to
consider  and evaluate what other alternatives may be  available,
the Proposed Amendment should provide shareholders with a greater
opportunity  to maximize the value of their stock.  The  Proposed
Amendment  will  render  more difficult,  but  not  prevent,  the
accomplishment of unsolicited tender offers and the assumption of
control  by  an  undesired principal shareholder or  shareholders
group, and/or the removal of current management and the Board  of
Directors.  Even these effects are somewhat limited, however,  as
our Board of Directors is not classified and therefore the entire
Board  of Directors is subject to reelection on an annual  basis,
meaning  a shareholder or group of shareholders acquiring control
of   a  majority  of  the  shares  of  the  Company,  or  proxies
representing such shares, could elect a new Board of Directors at
the next regular annual meeting of the Company.

   The  Board of Directors also believes that by requiring action
to be taken at a meeting of the shareholders and facilitating the
concurrent  notice and informational disclosure  associated  with
such a meeting, the Proposed Amendment would help to avoid an ill-
advised shareholder action in a context that might not permit the
shareholders  to  have the full benefit of the knowledge,  advice
and participation of the Company's management, Board of Directors
and  other  shareholders.  A significant effect of  the  Proposed
Amendment, considered in conjunction with the Company's  existing
anti-takeover  devices described below, is to  encourage  persons
seeking  to  acquire control of the Company to initiate  such  an
acquisition through arm's length negotiations with the  Board  of
Directors  rather than through a hostile takeover bid.   Even  in
the case of an "all cash" offer to all shareholders, the Proposed
Amendment  can  serve  to  provide  leverage  for  the  Board  of
Directors  to  facilitate an organized  bidding  process  and  to
negotiate  a  higher price for the Company's shareholders.    See
"Effects of the Proposed Amendment."


Existing Anti-Takeover Devices

   Certificate  of  Incorporation.  The existing  certificate  of
incorporation does not contain provisions intended by the Company
to  serve as anti-takeover devices.  However, the certificate  of
incorporation authorizes 100,000,000 shares of Common Stock, $.10
par  value.   Shares  of  authorized and available  Common  Stock
could, within the limits imposed by applicable law and the  rules
of  the  Nasdaq National Market, be issued by the  Company  as  a
means  to  discourage a potential adverse acquiror  from  seeking
control  of  the  Company  by diluting public  ownership  of  the
Company.

   Amended and Restated Rights Agreement.  The Board of Directors
adopted an amended and restated rights agreement on March 4, 2002
(which  became  effective March 5, 2002).  Rights agreements  are
designed  to  encourage potential acquirors to negotiate  with  a
company's  board  of directors to preserve for  shareholders  the
value   of  a  company  in  the  event  of  a  takeover  attempt,
particularly  if the capital stock of the company is  trading  at
prices  substantially lower than the company's  long-term  value.
Rights agreements reduce the likelihood that a potential acquiror
unwilling to pay a market premium determined to be sufficient  by
a  company's board of directors will attempt to acquire stock  by
means  of  an  open-market accumulation, front-end loaded  tender
offer or other coercive or unfair takeover tactics.

   The Company's original rights agreement was put into effect on
August  25,  1993,  when  the  Board of  Directors  authorized  a
dividend of one Common Stock purchase right (a "Right") for  each
share  of  Common Stock outstanding at the close of  business  on
September  7, 1993, and each share issued thereafter  during  the
term  of  the  plan.  Unless exercised or triggered,  the  Rights
would  have expired on September 7, 2003.  On March 5, 2002,  the
Company  entered into an amended and restated rights  plan  which
extended the expiration date of the Rights to March 5, 2012.   If
triggered, the Rights will cause substantial dilution to a person
or group that acquires 15% (and in some instances 10%) or more of
the  Common Stock then outstanding on terms not approved  by  the
Board of Directors.  The description and terms of the Rights  are
set  forth in an amended and restated rights agreement, dated  as
of  March 5, 2002, as the same may be amended from time to  time,
between the Company and Computershare Investor Services, LLC.

   The  amended  and  restated rights  agreement  may  discourage
unsolicited takeover bids from undesirable third parties, or make
these actions more difficult to accomplish.  The rights plan  was
adopted  to  ensure  that in the case of an unsolicited  takeover
offer,  the Company and its shareholders would be protected  from
takeover attempts, or the acquisitions of a substantial block  of
equity,  on terms which may be less favorable to its shareholders
generally than would be available in transactions negotiated with
and  approved  by  the  Board  of  Directors.   With  the  rights
agreement  in  place, if a hostile takeover is threatened  or  an
offer to acquire a substantial block of Common Stock is made, the
Board of Directors is better able to manage the process to ensure
that  any  proposal which may be accepted is in the best interest
of   all   shareholders  and,  if  required  and  to  the  extent
practicable, the price to the shareholders is maximized and  that
all shareholders are treated equally.

    Bylaws.    The   Company's  bylaws  currently  provide   that
shareholders  may  not call special meetings of shareholders  and
must  comply with a detailed notice procedure with regard to  the
nomination by shareholders, other than by or at the direction  of
the  Board  of Directors, of candidates for election as directors
(the  "Nomination  Procedure") and  with  regard  to  shareholder
proposals  to be brought before an annual meeting of shareholders
(the  "Business Procedure").  Nominations of persons for election
to  the  Board  of Directors and the proposal of business  to  be
considered  by the shareholders may be made at an annual  meeting
of  shareholders pursuant to the Company's notice of meeting,  by
or  at  the  direction  of  the  Board  of  Directors,  or  by  a
shareholder  who  has given timely prior written  notice  to  the
Secretary  of  the Company prior to the meeting.  To  be  timely,
notice  for nominations or shareholder proposals must be received
by the Company not later than 60 days nor more than 90 days prior
to  the  first anniversary of the preceding year's annual meeting
(or,  for  annual meetings not held within 30 days before  or  60
days  after such anniversary, not earlier than 90 days  prior  to
such  annual meeting and not later than the close of business  on
the  later  of the 60th day prior to such annual meeting  or  the
10th  day  following  the day on which such meeting  is  publicly
announced or disclosed).

   Under  the Nomination Procedure, notice to the Company from  a
shareholder  who proposes to nominate a person at a  meeting  for
election  as  a  director must contain certain information  about
that   person,  including  name  and  addresses,  age,  principal
occupation,  the  class and number of shares of Common  Stock  or
other  capital  stock  beneficially owned, the  consent  of  such
person  to  be nominated and such other information as  would  be
required  to be included in a proxy statement soliciting  proxies
for   the   election  of  the  proposed  nominee,   and   certain
information  about  the shareholder proposing  to  nominate  that
person.   Under  the  Business Procedure, notice  relating  to  a
shareholder proposal must contain certain information about  such
proposal  and  about the shareholder who proposes  to  bring  the
proposal before the meeting.  Business transacted at any  special
meetings  of shareholders is limited to matters relating  to  the
purposes stated in the notice of that meeting.

   The  purpose  of the Nomination Procedure is, by  requiring  a
specified   amount   of   advance  notice   of   nominations   by
shareholders,  to  afford  the Board of  Directors  a  meaningful
opportunity  to  consider  the  qualifications  of  the  proposed
nominees  during  the  appropriate  period  when  the  Board   of
Directors  is  focused on nominations and, to the  extent  deemed
necessary  or  desirable  by the Board of  Directors,  to  inform
shareholders  about the qualifications of the  proposed  nominee.
The  purpose  of  the  Business  Procedure  is,  by  requiring  a
specified  amount of advance notice of shareholder proposals,  to
provide  a more orderly procedure for conducting annual  meetings
of  shareholders and, to the extent deemed necessary or desirable
by the Board of Directors, to provide the Board of Directors with
a  meaningful opportunity to analyze such proposals and to decide
whether  it  is appropriate to either (i) omit such  proposal  or
(ii) inform shareholders, prior to such meetings, of any proposal
to   be   introduced   at  such  meetings,  together   with   any
recommendation of the Board of Directors as to action to be taken
with  respect  to  such  proposal, so as to  enable  shareholders
better to determine whether they desire to attend such meeting or
grant a proxy to the Board of Directors as to the disposition  of
any such proposal.

   Although these advance notice procedures do not give the Board
of  Directors  the  power  to approve or  disapprove  shareholder
nominations  for the election of directors or any other  proposal
submitted  by shareholders, they could have the effect of  making
more  difficult  a  shareholder nomination for  the  election  of
directors  or  the submission by shareholders of proposals  at  a
particular shareholders meeting because of the specificity of the
procedures to be followed.

   Delaware Law.  Section 203 of the DGCL, which is applicable to
the  Company, may be deemed to have certain anti-takeover effects
by  prescribing certain voting requirements in instances in which
there   is   a  transaction  between  a  publicly  held  Delaware
corporation and an "interested shareholder" (defined generally as
a person owning 15% or more of a corporation's outstanding voting
stock)  during  the  three-year period following  the  time  such
person became an interested shareholder.

   Although Section 214 of the DGCL provides that a corporation's
certificate  of  incorporation may provide for cumulative  voting
for  directors, the certificate of incorporation does not provide
for cumulative voting.  As a result, the holders of a majority of
the  shares of Common Stock have the ability to elect all of  the
directors being elected at any annual meeting of shareholders.

   The  Board  of Directors has no current intention  to  propose
other  additional anti-takeover measures in future solicitations,
although the Board of Directors may determine to propose  one  or
more of such measures at a later date.  Except for the filing  of
the  Certificate  of Amendment and the adoption  of  amended  and
restated  Bylaws, both as discussed above, the Board of Directors
has  no  current  intention to otherwise adopt  any  other  anti-
takeover  measures, although the Board of Directors may determine
to adopt one or more of such measures at a later date.

Effects of the Proposed Amendment

   Although  the  Board of Directors believes that  the  Proposed
Amendment  should be adopted for the reasons set  forth  in  this
Proxy  Statement,  the  Board  of Directors  is  aware  that  the
Proposed Amendment may have anti-takeover effects.  Although  the
Proposed  Amendment is designed as a protective measure  for  the
Company's  shareholders,  the Proposed  Amendment  may  have  the
effect  of  preventing shareholders from realizing an opportunity
to sell their shares of Common Stock at higher than market prices
by  deterring unfriendly tender offers or other efforts to obtain
control  of the Company.  The Proposed Amendment would also  mean
that  incumbent directors could not be replaced through a consent
solicitation even though a majority of the shareholders may  deem
such a result desirable.

   The Board of Directors believes that the approval and adoption
of  the  Proposed  Amendment should encourage  those  seeking  to
obtain  control  of the Company to negotiate with  the  Board  of
Directors.   The Board of Directors believes that if the  Company
is to be acquired, the interests of the shareholders will best be
served  by  a  negotiated transaction that results  from  careful
consideration  of  all strategic alternatives  available  to  the
Company and its shareholders, including the proposed terms of any
takeover  proposal, such as the availability of the  benefits  of
the  transaction to all shareholders, the price  to  be  paid  to
shareholders (including minority shareholders) and  the  form  of
consideration paid and tax effects of the transaction.

   The  Board  of  Directors believes that  the  use  of  certain
takeover tactics, combined with the written consent process,  can
place  undue  pressure on a corporation's board of directors  and
shareholders to act hastily and without complete information and,
therefore, can be highly disruptive to a corporation as  well  as
divert  valuable  corporate resources.  These  tactics  can  also
result  in  a  lost opportunity to consider fully  all  available
alternatives,  before shareholders are forced to act,  so  as  to
avoid  the differences in treatment of shareholders between those
who  act  immediately  in response to announcements  of  takeover
activity and those who act later or not at all.

   Even  though the Board of Directors believes that the Proposed
Amendment  would  help to protect the Company's shareholders  and
may  help  the  Company  obtain the best  price  in  a  potential
transaction, shareholders should also note that there are certain
disadvantages.   The Proposed Amendment may have  the  effect  of
deterring or delaying certain types of takeover attempts that may
not  be approved by the incumbent directors, but that the holders
of  a  majority of the shares of Common Stock may deem to  be  in
their  best  interests or in which some or all of  the  Company's
shareholders   may  receive  a  substantial  premium   over   the
prevailing  market  price of their shares of Common  Stock.   The
Proposed  Amendment  may delay the assumption  of  control  by  a
holder  of  a  large  block of Common Stock and  the  removal  of
incumbent directors and management, even if such removal  may  be
beneficial  to  some  or all of the Company's  shareholders.   By
discouraging takeover attempts, the Proposed Amendment also could
have   the   incidental  effect  of  inhibiting   the   temporary
fluctuations  in  the  market price of Common  Stock  that  often
result from actual or rumored takeover attempts.

  The Board of Directors recognizes that a takeover might in some
circumstances  be  beneficial to some or  all  of  the  Company's
shareholders,  but, nevertheless, believes that the  shareholders
as  a  whole  will  benefit  from the adoption  of  the  Proposed
Amendment.   The Board of Directors further believes that  it  is
preferable to act on the Proposed Amendment now when  it  can  be
considered  carefully rather than hastily during  an  unsolicited
bid for control.


Recommendation of the Board of Directors

   The  Board of Directors has carefully considered the potential
adverse effects of the Proposed Amendment and has concluded  that
these  effects are substantially outweighed by the benefits  that
it  would  afford the Company and its shareholders.  Accordingly,
the  Board  of Directors unanimously recommends that shareholders
vote FOR the approval and adoption of the Proposed Amendment.



                           PROPOSAL 3
             APPROVAL OF THE INTERGRAPH CORPORATION
                     2002 STOCK OPTION PLAN

  At the Meeting, the shareholders will be asked to  approve and
adopt  the  Intergraph  Corporation  2002 Stock Option Plan (the
"Plan"),  which  has  been  unanimously  approved  by the Board,
subject to its approval by the shareholders.

  The following description of the  principal  provisions of the
Plan  is  intended  solely  as a summary, and is subject to, and
qualified by,  the full text of the Plan set forth in Appendix C
attached to this Proxy Statement.

  The Board believes that the Plan will encourage key  employees
to  increase their productivity, will motivate them to  excel on
behalf of the Company, and will help the Company attract  highly
qualified employees. The Plan will serve not only to attract and
retain  outstanding  employees,  but  also  will  enable   these
employees  to acquire or increase their proprietary  interest in
the Company.

  The  Plan  permits  the  Committee (as defined below) to grant
both incentive  stock options  ("Incentive Options"), within the
meaning of Section 422 of the Internal  Revenue Code of 1986, as
amended, and options which  do not qualify as Incentive  Options
("Non-Statutory Options").  (Incentive Options and Non-Statutory
Options   are  collectively  referred  to  as  "Options".)   The
Committee  is  also  entitled to make awards of restricted stock
("Restricted  Stock").   For  purposes  of  the  Plan, Incentive
Options, Non-Statutory Options, and awards of  Restricted Stock,
whether singly or in combination, are sometimes  referred  to as
"Awards."

  The Plan will be administered by a committee (the "Committee")
composed  of  either  the  entire Board of Directors or composed
solely  of two or  more "Non-Employee  Directors," as defined in
Rule  16b-3  of the  General  Rules and  Regulations  under  the
Securities  Exchange Act of 1934, as amended.  As of the date of
this  Proxy Statement, the entire Board of Directors constitutes
the Committee.  In the event the Committee is 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.  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  will  have  the discretion to designate Awards
recipients  and  the number of Awards to be granted to each such
recipient,  provided that not more than 200,000 Options shall be
granted to the  Chief Executive Officer of the Company  and  the
other four (4) most  highly compensated officers in any calendar
year.

  Awards may be granted pursuant to the Plan from June  1, 2002,
through  May 31, 2012, to key employees (including  officers and
Committee   members)   of  the  Company  and   its  subsidiaries
(approximately  650 persons  as of January 31, 2002).   An Award
recipient  may,  subject to the terms and restrictions set forth
in  the  Plan,  hold  more than one type of Award.  In selecting
individuals  for  Awards, the  Committee will 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 Company, and other factors  deemed relevant
by  the  Committee.   The  Committee  has  full   discretion  to
determine the timing and recipients of any Awards under the Plan
and the number of shares subject to Awards that  may  be granted
under the Plan.  Therefore, the Awards that may be granted under
the Plan or that would have been granted under the  Plan  during
the year  ended December  31, 2001, if  the  Plan  had  been  in
effect, are not determinable.

  The  stock  subject  to  Awards  issued under the Plan will be
shares of the Company's authorized  but  unissued  or reacquired
Common  Stock.   Under  the  Plan, the  Committee  may,  in  its
discretion,  grant  Awards  for  up  to  2,000,000 shares of the
Company's Common Stock, of which no more  than  400,000 shall be
shares of Common Stock with respect to  which  Restricted  Stock
awards  may be granted.  The  2,000,000  shares  authorized  for
issuance  under  the  Plan  represent approximately four percent
(4%) of the  Common  Stock  outstanding  as  of January 31, 2002
(subject to  adjustment  in  the event of stock dividends, stock
splits, or  stock  consolidations  of  the  Common Stock, or any
other increase or  decrease  in  the  number  of shares effected
without receipt of  consideration  by the Company).  The closing
sale  price  of the Common Stock on January 31, 2002, was $14.40
per share.

  The  Committee will have the  sole  and complete authority  to
determine  the  participants to whom Restricted Shares  shall be
granted,  the  number  of Restricted Shares to each participant,
the  duration  of  the period during which the Restricted Shares
may  be  forfeited  to  the  Company,  and  the  other terms and
conditions of  such Restricted Share awards.  An award agreement
will set forth the  period of time during which the grantee of a
Restricted Share award  must remain in the continuous employment
of  the  Company  in  order  for  the  forfeiture  and  transfer
restrictions  to  lapse.   As  determined  by the Committee, the
restrictions  may  lapse  during   the   restricted   period  in
installments with respect to specified  portions  of  shares  of
Common Stock covered by the Restricted Share award.

  At  the  time  of  a  Restricted  Share  award,  a certificate
representing  the  number  of  shares  of  Common  Stock awarded
thereunder shall be registered in the name of the grantee.  Such
certificate  shall  be  held  by  the  Company  or any custodian
appointed by the Company for the account of the grantee  subject
to  the  terms and conditions of the Plan, and shall bear such a
legend  setting  forth the restrictions  imposed  thereon as the
Committee, in its discretion, may determine.  The grantee  shall
have all rights of a stockholder with respect to the  Restricted
Shares,  including  the right to receive dividends and the right
to vote such shares  of  Common  Stock, subject to the following
restrictions:  (i) the grantee shall not be entitled to delivery
of the stock certificate until the  expiration of the restricted
period and the fulfillment of any other  restrictive  conditions
set forth in the award agreement with respect to such  shares of
Common Stock; (ii) none of  the shares of  Common Stock  may  be
sold, assigned, transferred,  pledged, hypothecated or otherwise
encumbered or disposed of during such restricted period or until
after the fulfillment of any  such other restrictive conditions;
and (iii) except as otherwise  determined by the Committee at or
after  grant,  all  of  the  shares  of  Common  Stock  shall be
forfeited and all rights of the grantee to such shares of Common
Stock shall terminate, without further obligation on the part of
the Company,  unless  the  grantee  remains  in  the  continuous
employment of  the  Company  for the entire restricted period in
relation to  which  such shares of Common Stock were granted and
unless  any  other  restrictive   conditions  relating   to  the
Restricted Share award are met.  Any shares of Common Stock, any
other securities of the Company, and any other property  (except
for cash  dividends)  distributed  with respect to the shares of
Common Stock subject to Restricted Share awards shall be subject
to  the  same  restrictions,  terms,   and  conditions  as  such
Restricted Shares.

  At the  end  of  the  restricted  period and provided that any
other  restrictive conditions of the Restricted Share awards are
met, or at  such  earlier  time  as  otherwise determined by the
Committee,  all  restrictions  set  forth in the award agreement
relating to the  Restricted  Share  award  or  in the Plan shall
lapse  as  to  the  restricted  shares  of  Common Stock subject
thereto,  and  a stock certificate for the appropriate number of
shares of Common Stock, free of  the restrictions and restricted
stock legend, shall be delivered to the grantee or the grantee's
beneficiary or estate, as the case may be.

  Each Award agreement shall state the number of shares to which
it pertains, whether the Award granted is an Incentive Option, a
Non-Statutory Option (and, in the case of Non-Statutory Options,
the vesting period relating to such Options) or an award of
Restricted Stock.

  Each  Option  agreement shall state the Option exercise price.
The  per share  exercise  price  for  shares obtainable  to  any
Option,  shall  not  be  less than 100% of the Fair Market Value
(as defined below) of the shares of Common Stock on the date the
Option is  granted.   The  Fair  Market  Value of shares, unless
otherwise determined by the Committee in good faith, will 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").   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 Company and its
subsidiaries) will not exceed  $100,000.  If an Option recipient
is granted an Incentive Option which  exceeds  this  limitation,
the Incentive Option shall be  considered a Non-Statutory Option
to the extent the limitation is  exceeded.   No Incentive Option
shall  be  granted  to an employee who, immediately  after  such
Incentive  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 Company, unless such
Incentive  Option  is  granted  at a price which is at least ten
percent (10%) greater than the Fair  Market  Value  of the stock
subject to the Incentive Option, and  such  Incentive  Option by
its  terms  is  not exercisable after the expiration of five (5)
years from the date such Incentive Option is granted.

  The  Option  recipient  may  pay  the Option exercise price in
cash, by means  of  unrestricted  shares of the Company's Common
Stock (subject to  certain  restrictions outlined below), or any
combination thereof.  As determined  by  the  Committee  in  its
discretion, at or (except in the case of  an  Incentive  Option)
after grant, payment in full or in part  may be made in the form
of Common Shares already owned by the optionee  and  held by the
Option  recipient  for  at  least six (6) months.  If payment is
made  in  the Company's Common Stock, the shares so used will be
taken at the  Fair  Market  Value  on  the  date  the  Option is
exercised.   The  Option recipient  must pay for shares received
pursuant to an Option exercise on or before the date  the Option
recipient  takes  delivery  of  the  shares.   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  employee  may  exercise  an Option or a
portion  thereof  without  making a direct payment of the Option
price to the Company.  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.  The proceeds from all
payments  pursuant  to  the exercise of Options will be used for
general  corporate  purposes.   The Company and its subsidiaries
will receive no cash or other payment upon the granting of
Options pursuant to the Plan.

  The  vesting  period  for  all  Non-Statutory Options shall be
determined  by  the  Committee  in  its  sole  discretion.    No
Incentive  Option will be exercisable either in whole or in part
prior to  twelve (12) months from the date it is granted, and in
no event  will  an Option be exercisable after the expiration of
ten (10) years from the date it is granted.  Up to one-fourth of
the Options  granted  pursuant  to  an  Incentive  Option may be
exercised in each of  the  following  installment  periods, each
beginning from the  date the Option is granted: (1) after twelve
(12)  months,  (2)  after  twenty-four  (24)  months,  (3) after
thirty-six (36) months, and (4) after forty-eight  (48)  months.
Option recipients may accumulate installments not yet exercised,
which may be exercised, in whole or  in  part, in any subsequent
period but  not later than  ten (10) years  from  the  date  the
Option is granted. Notwithstanding the foregoing, the Committee,
in its discretion, may provide for the exercise of Options after
the initial  twelve  (12) 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 retires. An
Option will be exercisable only by the Option recipient  (or the
Option recipient's guardian  or legal representative)  and  will
not be assignable or transferable other than by will or the laws
of descent and distribution.

  If, for  any  reason  other  than  death,  an Option recipient
ceases to be employed by the  Company  or its  subsidiaries, all
Options held by him under the  Plan  will  terminate  and become
void and of no effect three (3) months from the date  the Option
recipient's employment  with  the Company  terminates,  provided
that no Option shall be  exercisable  after  ten (10) years from
the date it is  granted.   If  the Option recipient  dies  while
employed by  the  Company,  the Option recipient's successors in
interest,  within  one  (1)  year  of  death,  may  exercise the
unexercised   portion  of   any   of   the   Option  recipient's
exercisable but  unexercised Options; however, in no event shall
an  Option be exercisable  after ten (10) years from the date it
is  granted.  Such  successors  in interest, where the Option is
transferred to the Option recipient's  estate or another person,
may not transfer such Option except to  the distributees  of the
Option recipient's estate entitled thereto.

  Subject  to  the  terms  and  limitations  of  the  Plan,  the
Committee  may  modify, extend,  or  renew  outstanding  Options
granted under  the  Plan, or accept the surrender of outstanding
Options  and  authorize  the   granting   of   new   Options  in
substitution  for  such outstanding  Options.  The Committee may
not,  however,  modify  any  outstanding  Incentive  Options  so
as  to  specify  a  lower price, or accept  the surrender of any
outstanding Incentive Options and authorize the granting  of new
Options in substitution therefore specifying a lower price.  The
Board  may,  to  the extent permitted by law, from time to time,
with respect to any shares not then subject to Options, suspend,
discontinue,  revise, or  amend the Plan in any respect, but may
not,  without  shareholder approval, change the number of shares
for  which  Awards  may  be  granted  under the Plan, change the
provisions  relating  to the determination of employees eligible
to receive Awards, decrease the price at which Incentive Options
may  be  granted,  or remove the administration of the Plan from
the Committee.

  In the event  of an  actual or anticipated change in ownership
of  the  Company,  the Committee may 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 Award recipient of the excess of  the Fair Market
Value of the shares subject  to  the  Award  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  Award,  or  (iv)  make such other
adjustments in the terms and conditions  of  any  Option  as  it
deems appropriate.

  The  shares  purchased  under  the   Incentive   Stock  Option
provisions  of  the  Plan  may qualify for special tax treatment
under  United  States  federal  income  tax  rules.   The shares
purchased under the Non-Statutory Stock Option provisions of the
Plan are subject to tax treatment under Section 83 of the United
States federal income tax Code.  Generally, the tax treatment of
the options may be summarized as follows:

        1.   There will be no tax consequences to optionees when
     an Option is granted.

        2.   There  will be no tax consequence to optionees when
     an Incentive  Stock  Option  is  exercised, except that the
     difference between the exercise price  per  share  and  the
     Fair Market Value per share constitutes  a  tax  preference
     item for purposes of the alternative  minimum tax.   In the
     case of Non-Statutory  Options,  optionees  will  recognize
     ordinary  income  when  such  Options  are  exercised in an
     amount  equal  to the difference between the exercise price
     per  share  and  the  Fair Market Value per share as of the
     date  of exercise.  The Company will withhold an amount for
     payroll withholding and taxes based upon this difference.

        3.   In  general, the difference between the cost of the
     stock acquired by exercise of an Incentive Stock Option and
     the  sale  price  realized  upon  sale of the stock will be
     taxed  to  the  optionee  at  the  time he or she sells the
     stock.   Stock  sold  prior to the required holding period,
     however, is a "disqualifying disposition."  A disqualifying
     disposition  occurs  if  an optionee disposes of his or her
     stock  within  two (2) years after the option is granted or
     within  one  (1) year after the option is exercised.  Gains
     from the sale or exchange of an optionee's  stock  which is
     not  a  disqualifying  disposition  are treated for federal
     income  tax purposes as long-term capital gains.  Long-term
     capital gains are included in income and taxed at a maximum
     rate of 20%.

        4.   In  the  case  of  Non-Statutory Options, optionees
     will  be  taxed  when  the  stock is sold on the difference
     between (a) the cost of the stock, increased by the taxable
     income  realized  upon exercise of the Non-Statutory Option
     and (b) the sale price realized upon sale of the stock.  If
     the  stock is sold after having been held more than one (1)
     year after exercise of the Non-Statutory Option, the amount
     realized will be subject to long-term capital  gain or loss
     treatment.   If the stock is held for one year or less, the
     optionee  will  recognize  short-term gain or loss.  Short-
     term  capital  gains are taxed as ordinary income; however,
     the  maximum  federal  income  tax  rate at which long-term
     capital gains will be taxed is 20%.

  This  is  merely  a summary of some of the tax consequences of
the grant, exercise  and  disposition  of  the  Options.  Option
recipients should consult with their tax  advisers regarding the
Option  granted  to  them for more specific information.  Income
tax  liability  is  the responsibility of the Option recipients.
An  Option recipient's tax consequences may to change if new tax
laws  are  enacted after the date of the grant of an Option.  In
order to  provide  the Company with the opportunity to claim the
benefit  of  any income tax deductions which may be available to
it upon the exercise  of  an  Option  or  upon  a  disqualifying
disposition, and in order to comply with all  applicable federal
or state tax laws or regulations,  the  Company  may  take  such
action, including withholding additional  amounts from an Option
recipient's regular wages or salary, as it  deems appropriate to
insure  that,  if  necessary,  all  applicable federal, state or
other  taxes  are  withheld  or   collected   from  such  Option
recipient.

  The Board of Directors recommends a vote FOR Proposal 3.


                           PROPOSAL 4
             RATIFICATION OF APPOINTMENT OF AUDITORS

   The  Board of Directors of the Company has appointed  Ernst  &
Young  LLP  as  the Company's independent auditors to  audit  the
financial  statements  of  the  Company  and  to  perform   other
accounting services, if appropriate, for the year ending December
31, 2002.  Such appointment will be presented to the shareholders
for  ratification  at  the Meeting.  If the shareholders  do  not
ratify  the  appointment, the selection of another firm  will  be
considered by the Board.  A representative of Ernst &  Young  LLP
is  expected to be present at the Meeting to respond to questions
from  shareholders and will be given the opportunity  to  make  a
statement if so desired.

   Fees  paid  to Ernst & Young LLP for services provided  during
2001  are  presented below.  The Company did not engage  Ernst  &
Young   to  perform  financial  information  systems  design   or
implementation  services  during  the  year. "Audit-Related Fees"
consists primarily of local statutory audits performed in various
international  locations  and  audits  of  the Company's employee
benefit   plans.  "All  Other  Fees" consist  primarily  of  fees
for  income  tax  services  and  other miscellaneous professional
services.

            Audit Fees     Audit-Related Fees     All Other Fees
            ----------     ------------------     --------------
             $487,000           $344,000             $257,000

  The Board of Directors recommends a vote FOR Proposal 4.


            DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS

   Shareholder proposals intended for presentation  at  the  2003
Annual  Meeting  and  for inclusion in the Company's  2003  proxy
material  must be received by the Company, in writing,  no  later
than December 7, 2002, and must comply with the rules of the  SEC
relating  to shareholder proposals.  The named proxies  solicited
by the Board of Directors for the 2003 Annual Meeting will confer
discretionary authority to vote on any shareholder  proposal  not
received in writing by the Company by February 19, 2003, and will
exercise authority in accordance with the recommendation  of  the
Board of Directors.



        INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 This  Proxy  Statement  incorporates by reference  the financial
statements,  supplementary  financial  information,  management's
discussion  and  analysis  of financial  condition and results of
operations  and  quantitative  disclosures   about   market  risk
included in the Company's Annual Report to shareholders  attached
as Exhibit 13 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001, as filed with the Securities
and Exchange Commission on March 29, 2002, pursuant to Section 13
or 15(d) of the Exchange Act.

     Any statement contained in a document incorporated herein by
reference  shall  be  deemed  to  be  modified  or superseded for
purposes  of this  Proxy Statement to the extent that a statement
contained  herein  modifies  or  supersedes  such statement.  Any
statement  so  modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of  this Proxy
Statement.


                              OTHER

   Management does not know of any other matters to be  presented
at  the Meeting for action by shareholders; however, if any other
matters   are  properly  brought  before  the  Meeting   or   any
adjournment or postponement thereof, votes will be cast  pursuant
to  the proxies in accordance with the best judgment of the proxy
holders with respect to such matters.

   UPON  WRITTEN  REQUEST OF ANY SHAREHOLDER  TO  JOHN  R.  WYNN,
SECRETARY,  INTERGRAPH  CORPORATION, HUNTSVILLE,  ALABAMA  35894-
0001,  THE  COMPANY WILL PROVIDE WITHOUT CHARGE  A  COPY  OF  THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED  DECEMBER
31, 2001, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.


                           By  Order of the  Board  of Directors,




                           JOHN R. WYNN

                           Secretary


DATED:  April 5, 2002







                           APPENDIX A

                     INTERGRAPH CORPORATION
                      AMENDED AND RESTATED
                     AUDIT COMMITTEE CHARTER


I.         Organization

      This charter governs the operations of the audit committee.
The  committee  shall review and reassess the  charter  at  least
annually and obtain the approval of the board of directors.   The
audit committee shall be appointed by the board of directors  and
shall  comprise  at least three directors.  Each  director  shall
meet  the  independence and experience and other requirements  of
the  Nasdaq rules.  Accordingly, all committee members  shall  be
independent  as defined by Nasdaq rules and shall be  financially
literate,   or  shall  become  financially  literate   within   a
reasonable  period of time after appointment to  the  committee),
and  at  lease  one  member  shall  have  accounting  or  related
financial  management expertise.  The duties of the  Chairman  of
the  Audit  Committee  shall be to call  meetings  of  the  Audit
Committee and to preside at such meetings.


II.        Statement of Policy

     The audit committee shall provide assistance to the board of
directors  in  fulfilling their oversight responsibility  to  the
shareholders  and  others  relating to  the  Company's  financial
statements  and the financial reporting process, the  systems  of
internal  accounting and financial controls, the  internal  audit
function,  and  the  annual independent audit  of  the  Company's
financial  statement.  In so doing, it is the  responsibility  of
the committee to maintain free and open communication between the
committee,  the independent auditors, the internal auditors,  and
management  of  the Company.  In discharging its oversight  role,
the  committee is empowered to investigate (or direct  management
or  internal  audit  to investigate) any matter  brought  to  its
attention   with  full  access  to  all  books,  data,   records,
facilities, and personnel of the Company and the power to  retain
outside counsel, or other experts for this purpose.


III.        Responsibilities

      The Committee's duty is one of oversight, and it recognizes
that  the  Company's management is responsible for preparing  the
Company's financial statements and that the outside auditors  are
responsible    for    auditing   those   financial    statements.
Additionally,   the  Committee  recognizes  that  the   Company's
financial management, including the internal audit department, as
well  as  its  outside  auditors, have more  knowledge  and  more
detailed  information  regarding the Company  and  its  financial
reports than do Committee members; consequently, in carrying  out
its  oversight  responsibilities, the Committee is not  providing
any  expert  or  special assurance as to the Company's  financial
statements  or any professional certification as to  the  outside
auditors'  work, and is not conducting an audit or  investigation
of  the  financial statements nor determining that the  financial
statements  are  true  and  complete or  have  been  prepared  in
accordance with generally accepted accounting principles.  Nor is
it  the  duty of the Committee to resolve disagreements, if  any,
between  management  and  the  outside  auditors  or  to   ensure
compliance with laws and regulations or any compliance or ethical
policies of the Company.

      The directors serving on the Audit Committee of the Company
shall have no greater standard of liability in the performance of
their  duties  than the standard of liability applicable  to  all
directors.   Audit Committee members who are previously  employed
by  the  Company  or who have special training or  experience  in
financial  or  audit  matters  shall  have  no  greater  duty  or
responsibility  as  a result of such prior training  services  or
experience.  Members of the Audit Committee shall have  the  full
protection  against  personal liability for breach  of  fiduciary
duties  as  set  forth  in  Article  IX  to  the  Certificate  of
Incorporation,  adopted by the shareholders  in  the  meeting  of
April  23,  1987.   In addition, members of the  Audit  Committee
shall  be  entitled to be indemnified against  liability  by  the
Corporation  as  provided  in  Articles  VIII  and  IX   of   the
Certificate of Incorporation and Article Nine of the By-laws.


IV.       Processes

      The following shall be the principal recurring processes of
the    audit    committee   in   carrying   out   its   oversight
responsibilities.  The processes are set forth as  a  guide  with
the  understanding  that  the committee may  supplement  them  as
appropriate without modifying this charter.

     A.            The committee shall have a clear understanding
        with  management  and the independent auditors  that  the
        independent  auditors are ultimately accountable  to  the
        board and the audit committee, as representatives of  the
        Company's  shareholders.  The committee  shall  have  the
        ultimate  authority and responsibility to  evaluate  and,
        where  appropriate,  replace  the  independent  auditors.
        The  committee  shall  discuss with  the  auditors  their
        independence from management and the Company and  matters
        included  in  the  written disclosures  required  by  the
        Independence   Standards  Board.   The  committee   shall
        consider  whether  to establish policies  and  procedures
        for  the engagement of the outside auditor to provide non
        audit  services and whether the provision  of  non  audit
        services  by  the  outside auditors  is  compatible  with
        maintaining    the   outside   auditors'    independence.
        Annually,  the  committee shall review and  recommend  to
        the  board  the  selection of the  Company's  independent
        auditors.

     B.            The  committee shall discuss with the internal
        auditors  and the independent auditors the overall  scope
        and  plans  for  their  respective audits  including  the
        adequacy   of  staffing  and  compensation.   Also,   the
        committee  shall  discuss with management,  the  internal
        auditors,  and the independent auditors the adequacy  and
        effectiveness  of the accounting and financial  controls.
        Further,  the  committee shall meet separately  with  the
        internal auditors and the independent auditors, with  and
        without  management  present to discuss  the  results  of
        their examinations.

     C.             The   committee  shall  review  the   interim
        financial  statements with management and the independent
        auditors  prior  to the public release  of  such  interim
        financial  statement  and prior  to  the  filing  of  the
        Company's  Quarterly  Report  on  Form  10Q.   Also,  the
        committee  shall  discuss the results  of  the  quarterly
        review  and any other matters required to be communicated
        to  the  committee  by  the  independent  auditors  under
        generally accepted auditing standards.  The chair of  the
        committee  may  represent the entire  committee  for  the
        purpose of this review.

     D.            The  committee shall review and  discuss  with
        management  and  the independent auditors  the  financial
        statements to be included in the Company's Annual  Report
        on  Form  10-K  (or the annual report to the shareholders
        if  distributed  prior to the filing of Form  10-K),  and
        the  selection,  application and disclosure  of  critical
        accounting  policies  used in such financial  statements.
        The  review  and discussion shall include their  judgment
        about  the  quality,  not  just  the  acceptability,   of
        accounting  principles, the reasonableness of significant
        judgments,  and  the clarity of the disclosures  in  such
        financial  statements.  Also, the committee shall  review
        and    discuss   any   off   balance   sheet    financing
        transactions,  any  related party transactions,  and  any
        issues  that may affect in any material way the  fairness
        of  the  financial statement presentation, the  financial
        risks of the Company and the internal control systems  of
        the Company.

     E.             The  committee shall, at least annually, meet
        with  the  senior  officer    with   oversight   of   the
        Company's ethics  and  compliance policies for  a  report
        on  such programs.






                           APPENDIX B

                    CERTIFICATE OF AMENDMENT
                             OF THE
                  CERTIFICATE OF INCORPORATION
                               OF
                     INTERGRAPH CORPORATION

          INTERGRAPH  CORPORATION,  a Delaware  corporation (the
"Corporation"), hereby certifies as follows:

          1.   The  Board  of Directors of said corporation duly
adopted a  resolution  by unanimous written consent, dated March
14, 2002, setting forth and declaring advisable the amendment of
the certificate of incorporation of said corporation so that, as
amended, a new Article  IX shall be inserted  following  Article
VIII to read as follows:




                           "ARTICLE IX

                       Stockholder Action

     No action of stockholders of  the  corporation required
     or  permitted  to  be taken  at any  annual  or special
     meeting of stockholders of the corporation may be taken
     without a meeting of stockholders, without prior notice
     and  without  a vote,  and the power of stockholders of
     the corporation to consent  in writing to the taking of
     any action without a meeting is specifically denied."

          2.   The above amendment has been approved and adopted
by  the holders  of  a majority of the outstanding shares of the
Corporation  in  accordance  with  the provisions of the General
Corporation Law of the State of Delaware.

          3.   As a result  of  the foregoing, the amendment has
been  duly  adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware.

          IN  WITNESS WHEREOF, INTERGRAPH CORPORATION has caused
this  certificate   to  be  signed  by  ------------------,  its
----------------, on the ---------- day of ----------, 2002.

                              INTERGRAPH CORPORATION





                              By:
                                   ------------------------------
                                   Name:
                                   Title:




                          APPENDIX C

                     INTERGRAPH CORPORATION
                     2002 STOCK OPTION PLAN

1.   PURPOSE

     This  2002 Stock Option Plan of Intergraph Corporation  (the
"Plan")  is intended as an incentive for key employees (including
officers)  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") (Incentive Options  and  Non-Statutory
Options   are  collectively  referred  to  as  "Options").    The
Committee  shall  also be entitled to make awards  of  restricted
stock  ("Restricted Stock") in accordance with the terms  of  the
Plan.   For  the  purposes of the Plan, Incentive  Options,  Non-
Statutory Options and awards of Restricted Stock, whether  singly
or in combination, shall sometimes be referred to as "Awards."


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 Corporation's Board of Directors who (a) is not currently  an
employee  and  is  not,  nor has ever been,  an  officer  of  the
Corporation  or any parent or subsidiary of the Corporation,  (b)
does  not directly or indirectly receive compensation for serving
as  a  consultant or in any other non-director capacity from  the
Corporation  or any parent or subsidiary of the Corporation  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, as amended, and the Securities  Exchange
Act  of 1934, as amended ("Regulation S-K"), (c) does not possess
any interest in any other transaction with the Corporation or any
parent  or  subsidiary  of the Corporation 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
Corporation or any parent or subsidiary of the Corporation  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 Awards 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 Awards to eligible employees.  Subject to the terms of this
Plan,  the  Committee  shall  exercise  its  sole  discretion  in
determining  which eligible employees shall receive  Awards,  and
the number of shares subject to each Award granted; provided that
not  more  than  200,000 Options shall be granted to  any  162(m)
Employee in any calendar year.  For the purposes of this Plan,  a
"162(m) Employee" shall mean the Chief Executive Officer  of  the
Corporation  and  the  other  four (4)  most  highly  compensated
officers, within the meaning of U.S. Treasury Regulation  Section
1.162-27(c)(2).

     The  Committee's  interpretation  and  construction  of  any
provision  of the Plan, or any Award 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 Award granted under the Plan.


3.   ELIGIBILITY

     Persons  eligible  to  receive  Awards  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 Award recipient  may,
subject to the terms and restrictions set forth in the Plan, hold
more  than  one  type of Award.  No person shall be  eligible  to
receive an Award for a larger number of shares than is granted to
him  or  her  by the Committee.  In selecting the individuals  to
whom  Awards shall be granted, as well as determining the  number
of  shares  subject to each Award, 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 Awards 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 Awards
under  the  Plan  shall not exceed 2,000,000  shares  of  Capital
Stock,  of which no more than 400,000 shall be shares of  Capital
Stock  with  respect  to which Restricted  Stock  awards  may  be
granted.   The  limitations established by each of the  preceding
sentences  shall be subject to adjustment as provided in  Article
6(g)  of the Plan.  Notwithstanding the foregoing and subject  to
Article  6(g) of the Plan, no Award recipient may receive  Awards
under  the  Plan in any calendar year that relate  to  more  than
200,000 shares of Capital Stock.

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


5.   RESTRICTED SHARES

     (a)  Grant

          (i)   Subject  to  the  provisions  of  the  Plan,  the
     Committee   shall  have  sole  and  complete  authority   to
     determine  the participants to whom Restricted Shares  shall
     be   granted,  the  number  of  Restricted  Shares  to  each
     participant,  the duration of the period during  which,  and
     the  conditions under which, the Restricted  Shares  may  be
     forfeited  to  the  Corporation, and  the  other  terms  and
     conditions  of such Restricted Share awards.  The Restricted
     Share  awards shall be evidenced by agreements in such  form
     as  the  Committee  shall from time to time  approve,  which
     agreements shall comply with and be subject to the terms and
     conditions provided hereunder and any additional  terms  and
     conditions  established by the Committee that are consistent
     with the terms of the Plan.

          (ii)  Subject to Section 4, each Restricted Share award
     made  under the Plan shall be for such number of  shares  of
     Capital  Stock  as shall be determined by the Committee  and
     set  forth  in the award agreement containing the  terms  of
     such Restricted Share award.  Such agreement shall set forth
     a period of time during which the grantee must remain in the
     continuous  employment of the Corporation in order  for  the
     forfeiture  and  transfer  restrictions  to  lapse.  If  the
     Committee  so determines, the restrictions may lapse  during
     such  restricted  period  in installments  with  respect  to
     specified portions of the shares of Capital Stock covered by
     the  Restricted Share award.  The award agreement may  also,
     in the discretion of the Committee, set forth performance or
     other  conditions  that will subject the shares  of  Capital
     Stock   to   forfeiture  and  transfer  restrictions.    The
     Committee may, at its discretion, waive all or any  part  of
     the  restrictions  applicable  to  any  or  all  outstanding
     Restricted Share awards.

     (b)  Delivery of Shares and Transfer Restrictions

          At  the time of a Restricted Share award, a certificate
     representing  the number of shares of Capital Stock  awarded
     thereunder  shall be registered in the name of the  grantee.
     Such  certificate  shall be held by the Corporation  or  any
     custodian  appointed by the Corporation for the  account  of
     the grantee subject to the terms and conditions of the Plan,
     and  shall bear such a legend setting forth the restrictions
     imposed  thereon  as the Committee, in its  discretion,  may
     determine.   The  grantee  shall  have  all  rights   of   a
     stockholder with respect to the Restricted Shares, including
     the  right  to receive dividends and the right to vote  such
     shares   of   Capital  Stock,  subject  to   the   following
     restrictions:  (i)  the grantee shall  not  be  entitled  to
     delivery  of  the stock certificate until the expiration  of
     the  restricted  period  and the fulfillment  of  any  other
     restrictive conditions set forth in the award agreement with
     respect  to such shares of Capital Stock; (ii) none  of  the
     shares  of Capital Stock may be sold, assigned, transferred,
     pledged, hypothecated or otherwise encumbered or disposed of
     during such restricted period or until after the fulfillment
     of  any  such other restrictive conditions; and (iii) except
     as  otherwise determined by the Committee at or after grant,
     all  of  the shares of Capital Stock shall be forfeited  and
     all  rights  of the grantee to such shares of Capital  Stock
     shall  terminate, without further obligation on the part  of
     the   Corporation,  unless  the  grantee  remains   in   the
     continuous  employment  of the Corporation  for  the  entire
     restricted  period  in  relation to  which  such  shares  of
     Capital  Stock were granted and unless any other restrictive
     conditions relating to the Restricted Share award  are  met.
     Any  shares  of Capital Stock, any other securities  of  the
     Corporation  and  any  other  property  (except   for   cash
     dividends) distributed with respect to the shares of Capital
     Stock subject to Restricted Share awards shall be subject to
     the   same  restrictions,  terms  and  conditions  as   such
     Restricted Shares.

     (c)  Termination of Restrictions

          At  the end of the restricted period and provided  that
     any  other  restrictive conditions of the  Restricted  Share
     award  are  met,  or  at  such  earlier  time  as  otherwise
     determined by the Committee, all restrictions set  forth  in
     the  award agreement relating to the Restricted Share  award
     or  in  the Plan shall lapse as to the restricted shares  of
     Capital  Stock subject thereto, and a stock certificate  for
     the  appropriate number of shares of Capital Stock, free  of
     the  restrictions  and  restricted stock  legend,  shall  be
     delivered  to  the grantee or the grantee's  beneficiary  or
     estate, as the case may be.


6.   TERMS AND CONDITIONS OF THE PLAN

     No obligation to retain an Award recipient as an employee of
the  Corporation or its subsidiaries, or to provide  or  continue
providing  the  Award  recipient with, or  to  permit  the  Award
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  Award  granted pursuant to the Plan, or the  exercise  of  an
Option  under  the Plan. Awards 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 Award

     Each  Award  agreement shall state the number of  shares  to
which  it  pertains, whether the Award granted  is  an  Incentive
Option, a Non-Statutory Option (and, in the case of Non-Statutory
Options, the vesting period relating to such Options) or an award
of Restricted Stock.

     (b)  Option Price

     Each Option agreement shall state the Option exercise price.
The  per  share exercise price for shares obtainable pursuant  to
any  Option,  including any Option granted to a 162(m)  Employee,
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. For all purposes under  the  Plan,
"Fair  Market  Value" shall mean, unless otherwise determined  by
the Committee in good faith, 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  the
Common  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  Incentive Options which exceed this limitation,  the
Incentive  Options shall be considered a Non-Statutory Option  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

     Subject to any other exercise restrictions contained in  the
Plan,  the Option recipient may pay the Option exercise price  in
cash, by means of unrestricted shares of the Corporation's Common
Stock (subject to the provisions of this Section 6(c)), or in any
combination thereof.  As determined by the Committee, in its sole
discretion,  at  or  (except in the case of an Incentive  Option)
after  grant, payment in full or in part may be made in the  form
of  shares of Common Stock already owned by the optionee and held
by  the  Option recipient for at least six months (in  each  case
valued  at the Fair Market Value of the Common Stock on the  date
the  Option  is exercised).  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

     The  vesting period for all Non-Statutory Options  shall  be
determined by the Committee in its sole discretion.  No Incentive
Options shall be exercisable either in whole or in part prior  to
twelve  (12) months from the date that they are granted.  Subject
to  the  right of accretion provided in the next to last sentence
of  this Article 6(d), each Incentive 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 twelve
(12)  months from the date the Option is granted; (2)  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;  (3)
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; and (4) 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.  The Committee  may  provide,
however,  for the exercise of an Option after the initial  twelve
(12)  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 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 or her exercisable Options, such Options may be exercised,
at  any  time  within  one (1) year 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
Awards,  the  number of shares of Capital Stock covered  by  each
outstanding Award, and the price per share applicable  to  shares
under  such  Awards, 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 Award recipient of the
excess  of  the  Fair Market Value of the shares subject  to  the
Award  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 Award, 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 6(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 6(g) of the Plan.

     (i)  Modification, Extension, and Renewal of Awards

     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 Award under the Plan by  such  Award
recipient.  The Corporation shall have the right to withhold such
amounts  from  any other source owed to the recipient,  including
regular wages or salary.

     (k)  Other Provisions

     The Award agreements authorized under the Plan shall contain
such    other    provisions,   including,   without   limitation,
restrictions  upon the exercise of the Award,  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 Options will be "incentive  stock
options"  as defined in Section 422 of the Internal Revenue  Code
of 1986.


7.   TERM OF PLAN

     Awards may be granted pursuant to the Plan from time to time
within a period of ten (10) years commencing on June 1, 2002, and
continuing through May 31, 2012.


8.   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 Award 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.


9.   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 Awards, 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  Awards  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
Awards  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.


10.  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.


11.  NO OBLIGATION TO EXERCISE OPTION

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



12.  APPROVAL OF STOCKHOLDERS

     This  Plan  shall  take effect on June 1, 2002,  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.










Intergraph Corporation


[  ]  Mark this box with an X if you have made changes to
your name and address details below.










Use a black pen.  Print in
CAPITAL letters inside the grey
areas as shown in this example.    A B C   1 2 3   X

-----------------------------------------------------------------------------
Annual Meeting Proxy Card
-----------------------------------------------------------------------------

A. Election of Directors
The Board of Directors recommends a vote FOR the listed nominees.

1.  Election of Directors -
                                 For     Withhold
    01- James F. Taylor Jr.     [   ]      [   ]

    02- Larry J. Laster         [   ]      [   ]

    03- Sidney L. McDonald      [   ]      [   ]

    04- Thomas J. Lee           [   ]      [   ]

    05- Lawrence R. Greenwood   [   ]      [   ]

    06- Joseph C. Moquin        [   ]      [   ]

    07- Linda L. Green          [   ]      [   ]


B. Issues
The Board of Directors recommends a vote FOR the following proposals.

                                                        For   Against  Abstain

2.  Proposal to approve and adopt an amendment
    to the Company's certificate of incorporation
    to eliminate the ability of shareholders to act
    by written consent in lieu of a meeting.           [   ]   [   ]    [   ]


3.  Proposal to approve the Intergraph Corporation
    2002 Stock Option Plan.                            [   ]   [   ]    [   ]

4.  Proposal to ratify the appointment of Ernst &
    Young LLP as the Company's independent auditors
    for the current fiscal year.                       [   ]   [   ]    [   ]


*    COM = Common Stock Shares; ESP = Employees Stock Purchase Plan Shares

C. Authorized Signatures - Sign Here - This section must be
   completed for your instructions to be executed.

Please sign exactly as your name appears above.  If registered in the names
of  two  or  more  persons,  each  should sign.  Executors, administrators,
trustees,  guardians,  attorneys, and  corporate officers should show their
titles.

Signature 1                  Signature 2                 Date (dd/mm/yyyy)

-------------------------    -------------------------   ----/----/------













-----------------------------------------------------------------------------
Proxy - Intergraph Corporation
-----------------------------------------------------------------------------

THIS PROXY IS SOLICITED ON BEHALF OF THE INTERGRAPH CORPORATION
BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS, MAY 16, 2002.

The  undersigned hereby appoints James F. Taylor  Jr.  and
John R. Wynn, or either of them, as Proxies and Attorneys-
in-fact,  each  with the power to appoint his  substitute,
and  hereby authorizes them to represent and to  vote,  as
designated  below,  all  the shares  of  Common  Stock  of
Intergraph  Corporation  which the  undersigned  would  be
entitled  to  vote  if personally present  at  the  Annual
Meeting  of Shareholders to be held May 16, 2002,  or  any
adjournment(s)  or  postponement(s)  thereof.   In   their
discretion, the Proxies are authorized to vote  upon  such
other business as may properly come before the meeting  or
any adjournment(s) or postponement(s) thereof.

This proxy, when properly executed, will be voted in  the
manner directed herein by the undersigned shareholder. IF
NO  DIRECTION  IS  GIVEN,  THIS  PROXY  WILL BE VOTED FOR
ELECTION  OF  ALL NOMINEES LISTED ON THE REVERSE SIDE AND
FOR PROPOSALS 2, 3, AND 4.

The  Board of Directors recommends a vote FOR election of
all nominees listed on the reverse side and FOR Proposals
2, 3,and 4.

PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.

(Continued and to be signed on reverse side.)