Mail Stop 4561

				July 11, 2005

R. Halsey Wise
President and Chief Executive Officer
Intergraph Corporation
One Madison Industrial Park
Huntsville, Alabama 35894

Re:	Form 10-K for Fiscal Year Ended December 31, 2004
      	Filed March 16, 2005
		File No. 000-09722
		Form 10-Q for Fiscal Quarter Ended March 31, 2005
		Filed May 10, 2005
		File No. 000-09722

Dear Mr. Wise:

      We have reviewed the above referenced filings and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-Q for the Fiscal Quarter Ended March 31, 2005

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Liquidity and Capital Resources

1. We note that 5.4 million and 3.8 million shares were
repurchased
in connection with an Accelerated Stock Buyback ("ASB") during
July
2004 and March 2005, respectively.  You indicate in your
disclosure
that the July 2004 ASB "concluded as of April 29, 2005...and the
settlement amount owed to the financial intermediary was $4.5
million
and was paid on May 4, 2005."  We note in the Accelerated Share
Repurchase Transaction agreement dated July 28, 2004 that you have
the option to elect Net Share Settlement over the default Cash
Settlement method.  Tell us whether the settlement amount was paid
in
cash or stock for the July 2004 ASB.  Furthermore, tell us what
management`s plans are for settling the March 2005 ASB.  Explain
to
us how you considered the guidance in paragraph 29 of SFAS 128.

2. Explain to us how you considered the disclosure requirements in
paragraph 50 of EITF 00-19 when describing the accelerated share
repurchase transactions and the related forward contracts.  In
this
regard, please address the four bullet points of paragraph 50 in
your
response.

       Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please submit
all
correspondence and supplemental materials on EDGAR as required by
Rule 101 of Regulation S-T.  You may wish to provide us with
marked
copies of any amendment to expedite our review.  Please furnish a
cover letter with any amendment that keys your response to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing any amendment and your
response to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.


	You may contact Jason Niethamer at 202-551-3855, Melissa
Walsh
at 202-551-3224 or me at 202-551-3730 if you have questions
regarding
the above comments.


Sincerely,



Stephen G. Krikorian
Accounting Branch Chief

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R. Halsey Wise
Intergraph Corporation
July 11, 2005
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