NOTICE TO PARTICIPANTS OF STOCK BONUS PLAN TERMINATION

On  December  5,  2000,  the  Board of  Directors  of  Intergraph
Corporation resolved to terminate the Company's Stock Bonus  Plan
("Plan")  effective for the plan year ending December  31,  2000,
and  to amend the Company's 401(k) Plan to permit the Company  to
make  discretionary profit sharing contributions  to  the  401(k)
Plan.   This  will enable the Company and its employees  to  make
contributions  to one retirement plan which will  be  the  401(k)
Plan.

As  part of the termination process the Company will apply to the
Internal  Revenue Service for a determination that the Plan  will
maintain  its  qualified status at termination.  It  is  expected
that the IRS will take several months to respond to the Company's
request  for  a  determination letter. Prior to  receipt  of  the
favorable  determination  letter from  the  IRS,  the  terms  and
provisions of the plan regarding participant accounts will remain
unchanged  except that all participants will be fully  vested  in
their accounts at termination of the Plan.

Upon  the  receipt  of a favorable response  from  the  IRS,  all
participants will be able to receive a full disbursement of their
account balances. Each participant will be entitled to receive  a
lump sum distribution of their account balance (subject to income
tax  liability  and  withholdings),  or  to  perform  a  tax-free
rollover  of  their account balance to an IRA or other  qualified
plan.   You   will   receive  more  detailed  information   about
distribution   options   after  the  receipt   of   a   favorable
determination by the IRS.

As  part  of this termination process, you will receive a "Notice
to  Interested Parties". This notice is to  inform you  that  the
Company  is about to file its request with the IRS. The  text  of
the notice is legally required by the IRS, and no specific action
is required on your part.

As  noted above, in conjunction with the termination of the Stock
Bonus Plan, the Board also resolved to amend the Company's 401(k)
Plan  to permit discretionary profit sharing contributions to  be
made  to the 401(k) Plan, beginning with the 2001 plan year. This
will   permit   the   Company,  and  you,  to   consolidate   the
administration    of    the   Company's    employee    retirement
contributions.

Presently  there are 9,745 participants with account balances  in
the Plan, and approximately 5,062,000 shares of Intergraph common
stock   have  been  allocated  to  the  accounts  of  the  Plan's
participants. These shares will be available for distribution  to
Plan  participants  after  receipt of a  favorable  determination
letter   from   the  IRS.   The  Company  believes  that   shares
distributed  from  the Plan will be exempt from the  registration
requirements  of  the  Securities  Act  of  1933,  and   may   be
transferred   by  the  Plan  participants  without  registration.
However,  the Company will request a "no action letter" from  the
Securities and Exchange Commission to confirm the availability of
such  an  exemption.  You will receive more detailed  information
concerning  the  transferability of shares distributed  from  the
Plan  following the receipt of a determination by the  Securities
and Exchange Commission.

This notice has been prepared by the Administrative Committee of
the  Stock Bonus Plan.  Questions and comments should be directed
to:

     Jeanine Causey 256-730-6019 (email: jscausey@ingr.com)
     Dreyfus Customer Service 1-800-933-0992

Additional  information pertaining to the Intergraph Employee  Stock
Bonus Plan is also available on Intergraph's Website, located  at
www.intergraph.com.

The date of this notice is December 15, 2000.