FORM 8-A/A

                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

           FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
               PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

                        INTERGRAPH CORPORATION
                        ----------------------
        (Exact Name of Registrant as Specified in Its Charter)

        Delaware                                    63-0573222
- -------------------------------------------------------------------
 (State of incorporation or                      (I.R.S. Employer
      organization)                             Identification No.)

Intergraph Corporation, One Madison Industrial Park IW     35894-
2000, Huntsville, Alabama                                   0001
- -------------------------------------------------------------------
(Address  of Principal Executive Offices)                (Zip Code)


If this form relates to the        If this form relates to the
registration of a class of         registration of a class of
securities pursuant to Section     securities pursuant to Section
12(b) of the Exchange Act and is   12(g) of the Exchange Act and
effective pursuant to General      is effective pursuant to
Instruction A.(c), please check    General Instruction A.(d),
the following box.                 please check the following
				   box. X
                                       ---

Securities Act registration statement file number to which this
form relates:
             --------------- (If applicable)


Securities to be registered pursuant to Section 12(b) of the Act:


    Title of Each Class to be        Name of Each Exchange on Which
           Registered                Each Class is to be Registered
    -------------------------        ------------------------------

  Common Stock Purchase Rights             NASDAQ Stock Market




 Securities to be registered pursuant to Section 12(g) of the Act:
                         (Title of class)


This  amendment amends the Company's Form 8-A filed September  9,
1993.


Item 1.   Description of Registrant's Securities to be Registered
          -------------------------------------------------------

      On  August  25, 1993, our board of directors  approved  the
adoption  of  a  Rights Agreement (commonly known  as  a  "poison
pill").  It was amended on March 16, 1999.  On March 4, 2002, our
board  of  directors  approved the  adoption  of  a  Amended  and
Restated  Rights Agreement.  The discussion below  describes  the
Amended and Restated Rights Agreement entered into between us and
Computershare Investor Services, LLC, as rights agent,  dated  as
of  March  5, 2002, (the "Amended and Restated Rights Agreement")
but is not complete, and should be read together with the Amended
and  Restated Rights Agreement which you may obtain from us  free
of charge.


Issuance of Rights

      Under  the  Rights Agreement, we issued one stock  purchase
right   for  each share of our common stock, $.10 par  value  per
share, outstanding on September 7, 1993.  In addition, one  right
has  or  will automatically attach to each share of common  stock
that  we  issue  between that date and the time that  the  rights
become exercisable. When exercised, each right, as amended,  will
entitle  its holder to purchase from us one share of  our  common
stock,  $.10 par value per share, at an exercise price of  $65.00
per unit, subject to adjustment.


Initial Exercise of Rights

      The rights initially will not be exercisable.  Instead, the
rights  will  be  attached to and trade with all  shares  of  our
common  stock  outstanding as of, and issued after, September  7,
1993.   The rights will separate from the common stock  and  will
become exercisable upon the earlier of the following events  (the
"distribution date"):

     o    The  close  of  business  on the tenth business day (or
	  later day  as our  board  of directors  may  determine)
          following  the first  public announcement that a person
          or  group  of  affiliated  or  associated  persons  has
          acquired  beneficial  ownership  of 15% (or  10% in the
          case of an "Adverse Person", as determined by our board
          of directors) or more of our shares of common stock
          then outstanding (an "Acquiring Person"); or

     o    The  close  of  business  on  the tenth business day (or
          some later day as  our board of directors may determine)
          following the commencement of a tender offer or exchange
          offer that could result in  a  person  or group becoming
          the  beneficial  owner  of  15% or more of our shares of
          common stock then outstanding.


    The rights  will expire  at the close of business on March 5,
2012, unless we redeem or exchange the rights as described below.



Evidence of Rights

     Until the rights become exercisable:

     o    The rights will be evidenced by and transferred with our
          common stock certificates; and

     o    New common stock certificates issued after March 5, 2002
          will  contain  a  notation incorporating the Amended and
          Restated Rights Agreement by reference; and

     o    Any  surrender for transfer  of any certificates for our
          common  stock  will also constitute  the transfer of the
          rights associated  with the common stock represented  by
          those certificates.

      As soon as practicable after the rights become exercisable,
we will mail out rights certificates to the holders of our common
stock  who  are eligible to receive rights.  After we  mail  them
out,  the  separate rights certificates alone will represent  the
rights.


Exercise After Someone Becomes an Acquiring Person

      After  public  announcement that a  person  has  become  an
Acquiring Person, each holder of a right will have the  right  to
receive  upon  exercise of the rights that number  of  shares  of
common   stock  (or  in  our  board's  discretion,   some   other
consideration),  having  a value of two times  the  then  current
purchase price of the right.  However, this will not apply to  an
Acquiring Person or  their associates or affiliates, whose rights
will have become null and void.

      Under  certain circumstances, each holder of a  right  will
have  the  right to receive, upon exercise of the rights,  common
stock  of  a  company acquiring us, having a value equal  to  two
times  the then current purchase price of the right.  Each holder
of  a right will receive the right contemplated by this paragraph
in  the  event  that,  at any time on or after  the  date  it  is
publicly announced that a person has become an Acquiring Person:

     o    We  consolidate with, or merge with and into, any other
          person, and  we  are  not  the  continuing or surviving
          corporation; or

     o    Any  person consolidates with us, or merges with us and
          we  are the continuing or surviving corporation of that
          merger and, in connection with that merger, all or part
          of  the  shares of our common stock are changed into or
          exchanged  for stock  or  other securities of any other
          person or cash or any other property; or

     o    We sell  or  transfer  50%  or more  of  our assets  or
          earning power.

      The  holder  of  a right will continue to have  this  right
whether or not that holder has previously exercised its right  in
accordance  with the first paragraph of this subsection.   Rights
that  are  or were beneficially owned by an Acquiring Person  may
(under  certain  circumstances  specified  in  the  Amended   and
Restated Rights Agreement) become null and void.


Exchange

      At any time after a person becomes an Acquiring Person,  we
may  exchange  all  or  part of the outstanding  and  exercisable
rights  for  shares  of  our common stock at  an  exchange  ratio
specified  in  the  Amended and Restated Rights  Agreement.    We
generally  may not make an exchange after any person becomes  the
beneficial owner of 50% or more of our common stock.


Adjustment

      The purchase price and the number of shares of common stock
or  other  securities or property issuable upon exercise  of  the
rights  is  subject to adjustment from time to  time  to  prevent
certain types of dilution.  With certain exceptions, the purchase
price  of  the  rights  will  not be  adjusted  until  cumulative
adjustments amount to at least 1% of the purchase price.  We  are
not  obligated  to  issue fractional units or  shares  of  common
stock.  If we decide not to issue fractional units or shares,  we
will make an adjustment in cash based on the fair market value of
a  unit  or share on the last trading date prior to the  date  of
exercise.


Redemption

      We  may redeem the rights in whole, but not in part,  at  a
price  of  $0.01  per  right (payable in  cash,  stock  or  other
consideration that we deem appropriate).  However,  we  may  only
redeem  the  rights until the earlier of ten days  after  someone
becomes an Acquiring Person or March 5, 2012.

     Once redeemed, the rights will terminate immediately and the
only  right  of the holders of the rights will be to receive  the
redemption price.


Amendment of Amended and Restated Rights Agreement

      We  may  amend  the Amended and Restated  Rights  Agreement
without the approval of the holders of our common stock until the
distribution date.  After the distribution date,  we will only be
able  to amend the Amended and Restated Rights Agreement in order
to  cure  any ambiguity, defect or inconsistency, to  shorten  or
lengthen  any  time  period,  or to  make  changes  that  do  not
adversely  affect the interests of rights holders  excluding  the
interests   of  an  Acquiring  Person  or  their  associates   or
affiliates.   We  may  only  amend  the  time  period   governing
redemption of the rights if the rights are presently redeemable.


Other

      The  holder of a right will not, solely by virtue of having
such  right,  have  any shareholder rights  until  the  right  is
exercised.   This means, for example, that until it is exercised,
a  right will not entitle its holder to vote or receive dividends
as  one of our shareholders.  The distribution of the rights will
not  be  taxable to shareholders or to us.  However, shareholders
may,  depending upon the circumstances, recognize taxable  income
in  the  event  that the rights become exercisable for  units  of
common  stock,  other consideration or for  common  stock  of  an
acquiring company.

      The  discussion above describes the rights and the  Amended
and Restated Rights Agreement, but is not complete, and should be
read  together  with  the Amended and Restated  Rights  Agreement
which you may obtain from us upon request.

      As of February, 2002, 50,005,886 shares of our common stock
were  issued and outstanding.  As long as the rights are attached
to  our  common stock, we will issue one right for each share  of
our  common  stock  issued  between September  7,  1993  and  the
distribution date.

      The  rights  may have certain anti-takeover  effects.   The
rights will cause substantial dilution to a person or group  that
attempts to acquire us on terms not approved by a majority of our
board  of  directors  unless  the  offer  is  conditioned  on   a
substantial number of rights being acquired.  However, the rights
should   not   interfere  with  any  merger  or  other   business
combination approved by our board of directors since  the  rights
may  be redeemed by us at $0.01 per right at any time on or prior
to  the  tenth  day following the announcement that  someone  has
become  an  Acquiring Person.  Thus, the rights are  intended  to
encourage  persons  who  may seek to acquire  control  of  us  to
initiate such an acquisition through negotiations with our  board
of  directors.   However, the effect of  the  rights  may  be  to
discourage  a third party from making a partial tender  offer  or
otherwise  attempting  to obtain a substantial  position  in  our
equity  securities or seeking to obtain control of  us.   To  the
extent  any  potential acquirers are deterred by the rights,  the
rights may have the effect of preserving incumbent management  in
office.

      The  Amended  and  Restated Rights  Agreement  between  the
Company  and the rights agent specifying the terms of the rights,
which includes as Exhibit A the form of rights certificate and as
Exhibit  B the summary of rights, is filed as Exhibit  4  to  our
Current  Report  on  Form  8-K  filed  with  the SEC  on March 8,
2002,  and  is  incorporated herein by reference.  The  foregoing
description of the rights does not purport to be complete and  is
qualified in its entirety by reference to such Exhibit.



Item 2.   Exhibits
          --------

               1.    Amended and Restated Rights Agreement, dated
               March 5,  2002,  between  Intergraph   Corporation
               and    Computershare   Investor   Services,   LLC,
               including the Form of Rights Certificate  (Exhibit
               A)  and the Form of Summary of Rights (Exhibit  B)
               is  incorporated herein by reference to Exhibit  4
               to  the Company's Current Report on Form 8-K filed
               with  the  Securities and Exchange  Commission  on
               March 8, 2002.



                            SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities
Exchange  Act  of  1934,  the registrant  has  duly  caused  this
registration  statement  to  be  signed  on  its  behalf  by  the
undersigned, thereto duly authorized.



                                   INTERGRAPH CORPORATION


                                   By:/s/ Larry J. Laster
                                      -------------------
                                   Name: Larry J. Laster
                                        -----------------
                                   Title: Director, Executive
                                          Vice President, and
					  Chief Financial Officer


Dated: March 8, 2002



                          EXHIBIT INDEX
                          -------------

1.   Amended  and  Restated  Rights  Agreement,  dated  March  5,
     2002,   between  Intergraph  Corporation  and  Computershare
     Investor  Services,  LLC,  including  the  Form  of   Rights
     Certificate  (Exhibit A) and the Form of Summary  of  Rights
     (Exhibit B) is incorporated herein by reference to Exhibit 4
     to  the Company's Current Report on Form 8-K filed with  the
     Securities and Exchange Commission on March 8, 2002.