Specimen Stock Certificate
                            FRONT

                         INTERGRAPH
                         CORPORATION


    INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE





COMMON STOCK                            SEE REVERSE FOR
                                        CERTAIN DEFINITIONS



This Certifies that                     CUSIP   458683 10 9




Is the owner of

Full paid non-assessable shares of common stock of the par
value of $.10 per share of INTERGRAPH CORPORATION,
transferable on the books of the Corporation in person or by
Attorney upon surrender of this Certificate properly
endorsed.  This Certificate is not valid until countersigned
and registered by the _______________Transfer Agent and
Registrar.  Witness the facsimile seal of the Corporation
______________ and the facsimile signatures of its duly
authorized officers.

     Dated:


Signature ____________   SEAL IN THE   Signature______________
          Secretary         MIDDLE     Executive Vice President










                            BACK


The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
the were written out in full according to applicable laws or
regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by entireties
JT TEN  - as joint tenants with right of
          survivorship and not as tenants in common
                       UNIF GIFT MIN ACT -____Custodian_____
                                          (Cust)      (Minor)
                  under Uniform Gifts to Minors Act ________
                                                     (State)

Additional abbreviations may also be used though not in the
above list.


For value received, _____________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
INDENTIFYING NUMBER OF ASSIGNEE
___________________________________


____________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,INCLUDING ZIP CODE,
OF ASSIGNEE)


shares of the capital stock represented by the within
Certificate, and do hereby irrevocably constitute and
appoint ______________Attorney to transfer the said stock on
the books of the within named Corporation with full power of
substitution in the premises.

Dated_________________


                    NOTICE:  The signature to this
                    assignment must correspond with the name
                    as written upon the face of the
                    certificate in every particular, without
                    alteration or enlargement or any change
                    whatever.

SIGNATURE(S) GUARANTEED:  The signatures should be
guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit
unions with membership in an approved signature guarantee
medallion program), pursuant to SEC rule 17AD-15.

Legend (Placed vertically on left margin)

This certificate also evidences and entitles the holder to
certain Rights as set forth in an Amended and Restated
Rights Agreement between Intergraph Corporation and
Computershare Investor Services, LLC, dated on March 5, 2002
(the "Rights Agreement"), the terms of which are hereby
Incorporated herein by reference and a copy which is on file
at the principal executive offices of Intergraph
Corporation.  Under certain circumstances, as set forth in
the Rights Agreement, such Rights may be redeemed, may be
exchanged, may expire, may be amended or may be evidenced by
separate certificates and no longer be evidenced by this
Certificate.  Intergraph Corporation will mail to the holder
of the Certificate a copy of the Rights Agreement without
charge promptly after receipt of a written request
therefore.  Under certain circumstances as set forth in the
Rights Agreement, Rights beneficially owned by an Acquiring
Person or any Affiliate or Associate of an Acquiring Person
(as such terms are defined in the Rights Agreement) may
become null or void.