8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
March 23, 2005 (March 22, 2005)

INTERGRAPH CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware	0-9722	63-0573222
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
One Madison Industrial Park IW 2000, Huntsville, AL			35894-0001
(Address of Principal Executive Offices)			(Zip Code)

Registrant's telephone number, including area code:   (256) 730-2000

N/A

(Former name or former address, if changed since last report)

      Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

      o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

      o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

      o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

      o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.       Entry Into a Material Definitive Agreement.

Intergraph Corporation (the "Company") today announced that the Company repurchased 5,407,354 shares of common stock of the Company from Goldman, Sachs & Co. ("GS") in a private transaction in connection with an Accelerated Stock Buyback (ASB).  The shares were repurchased for an upfront payment of approximately $150 million or $27.74 per share (exclusive of agreed fees and commissions), subject to a market price adjustment provision based on the volume weighted average market trading price over the period from May 2, 2005 to March 21, 2006.  The repurchase was funded from available cash on hand.

The terms and conditions relating to the ASB are more fully described in the Supplemental Confirmation to the Accelerated Stock Buyback Master Confirmation dated as of July 28, 2004, which is attached hereto as Exhibit 99.2 and incorporated herein by reference, and the related Master Confirmation dated as of July 28, 2004 (the "Master Confirmation") previously filed by the Company.  The foregoing summary is qualified in its entirety by reference to the text of Exhibit 99.2 and the Master Confirmation.

Item 8.01        Other Events

The Company also announced today it has increased its open market share repurchase program to $100 million and extended the authorization period for the open market program through December 31, 2007.  Previously, the Company had approximately $25 million remaining under its original $250 million repurchase program, which had been authorized through December 31, 2005.

Item 9.01.       Financial Statements and Exhibits.

Exhibits

              99.1   Press Release dated March 22, 2005
              99.2  Supplemental Confirmation to the Accelerated Stock Buyback Master Confirmation dated as of July 28, 2004

SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INTERGRAPH CORPORATION

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

Date:    March 23, 2005

EX-99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE	FOR FURTHER INFORMATION:
Reid French
EVP, Corporate Development
1.256.730.2602
reid.french@intergraph.com

Intergraph Announces the Repurchase of 5.4 Million Shares for $150 Million via an Accelerated Stock Buyback

Company Also Increases Open Market Share Repurchase Authorization to $100 Million

HUNTSVILLE, Ala., March 22, 2005 -- Intergraph Corporation (NASDAQ: INGR), a leading global provider of Spatial Information Management (SIM) software, today announced the Company repurchased 5,407,000 shares from Goldman, Sachs & Co. in a private transaction in connection with an Accelerated Stock Buyback (ASB).  The shares were repurchased for an upfront payment of approximately $150 million or $27.74 per share, subject to a market price adjustment provision based on the volume weighted average market trading price over the period from May 2, 2005 to March 21, 2006.

Intergraph also announced today the Company has increased its open market share repurchase program to $100 million and extended the authorization period for the open market program through December 31, 2007.  Previously, the Company had approximately $25 million remaining under its original $250 million repurchase program, which had been authorized through December 31, 2005.

"I am pleased to announce that earlier today we repurchased 5.4 million shares through an Accelerated Stock Buyback (ASB)," said Halsey Wise, Intergraph President & CEO.  "As we evaluated our capital needs to execute on our strategic plan, we determined that an immediate $150 million share repurchase and an increase in our open market share repurchase authorization would be responsible and prudent.  Post-buyback, our balance sheet remains strong, and Intergraph is well positioned to finance future growth opportunities and capitalize on our attractive market dynamics."

"Since late 2001, Intergraph has repurchased more than 25 million shares of common stock for approximately $635 million through open market repurchases, a modified Dutch auction tender offer in 2003, and two ASB transactions," Wise added.  "We believe such actions demonstrate that Intergraph's Board and management team are seeking to deploy capital in ways that enhance shareholder value."

About Intergraph

Intergraph is a leading global provider of Spatial Information Management (SIM) software.  Governments and businesses in over 60 countries around the world rely on our spatial technology and services to support better and faster operational decisions.  Our commitment to the customers and markets we serve, history of innovation and proven solutions span 35 years.  Intergraph's stock trades on the NASDAQ stock market under the symbol INGR and the Company can be found on the Web at www.intergraph.com.

Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements (all statements other than those made solely with respect to historical fact) within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, the business outlook of Intergraph Corporation (the "Company"), costs associated with the Company's Accelerated Stock Buyback; information regarding the open market share repurchase authorization and any statements of the plans, strategies, expectations and objectives of management for the future.  These forward-looking statements are subject to known and unknown risks and uncertainties (some of which are beyond the Company's control) that could cause actual results to differ materially and adversely from those anticipated in the forward-looking statements.  Factors that could cause or contribute to such differences include, but are not limited to, potential adverse outcomes in our efforts to improve our operating performance (including uncertainties with respect to the timing and magnitude of any expected improvements) or execute business or strategic acquisitions; potential adverse outcomes in efforts to protect our intellectual property; the ability of the Company to obtain required product certifications; the ability, timing and costs (including the calculation of success and other fees) to enforce and protect the Company's intellectual property rights; material changes with respect to our business, litigation, or the securities markets (including the market for Intergraph common stock and any adjustment relating to the Accelerated Stock Buyback); risks associated with doing business internationally (including foreign currency fluctuations); worldwide political and economic conditions and changes; the ability to attract or retain key personnel; increased competition; rapid technological change; unanticipated changes in customer requirements; the ability to access the technology necessary to compete in the markets served; risks associated with various ongoing litigation proceedings; and other risks detailed in our press releases or in our annual, quarterly, or other filings with the Securities and Exchange Commission.  Accordingly, the reader is cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this release.

Intergraph and the Intergraph logo are registered trademarks of Intergraph Corporation.  Other brands and product names are trademarks of their respective owners.

EX-99.2

SUPPLEMENTAL CONFIRMATION

To:	Intergraph Corporation One Madison Industrial Park Huntsville, AL 35894-0001
From:	Goldman, Sachs & Co.
Subject:	Accelerated Share Repurchase Transaction – VWAP Pricing
Ref. No:	EN50EN000000000
Date:	March 22, 2005

                              The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Goldman, Sachs & Co. ("GS&Co.") and Intergraph Corporation ("Counterparty") (together, the "Contracting Parties") on the Trade Date specified below.  This Supplemental Confirmation is a binding contract between GS&Co. and Counterparty as of the relevant Trade Date for the Transaction referenced below.

                              The definitions and provisions contained in the Master Confirmation specified below are incorporated into this Supplemental Confirmation.  In the event of any inconsistency between those definitions and provisions and this Supplemental Confirmation, this Supplemental Confirmation will govern.

1.             This Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of July 28, 2004 (the "Master Confirmation") between the Contracting Parties, as amended and supplemented from time to time.  All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below.

2.             The terms of the Transaction to which this Supplemental Confirmation relates are as follows:

Trade Date:	March 22, 2005
Effective Date:	April 30, 2005.  Notwithstanding anything to the contrary in the Master Confirmation, for purposes of this Transaction only, the Valuation Period shall commence on and include the first Scheduled Trading Day following the Effective Date.
Forward Price:	$27.74 per Share.  In a related transaction Counterparty agreed to purchase (exclusive of agreed fees and commissions) a number of Shares equal to the Number of Shares from GS&Co. on the Effective Date at the Forward Price per Share.
Valuation Period:	Notwithstanding anything to the contrary in the Master Confirmation, the following dates shall be excluded from the Valuation Period: May 3, 2005, May 13, 2005, July 28, 2005, October 13, 2005, October 27, 2005, December 7, 2005, January 26, 2006, February 23, 2006, and March 1, 2006.
Valuation Date:	March 21, 2006
Number of Shares:	5,407,354
Termination Price:	$15 per Share
Counterparty Additional Payment Amount:	$0

3.             Counterparty represents and warrants to GS&Co. that neither it (nor any "affiliated purchaser" as defined in Rule 10b-18 under the Exchange Act) have made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during the four full calendar weeks immediately preceding the Trade Date other than the purchase of 6,684 Shares on March 1, 2005.

4.             Acknowledgements:

                Counterparty periodically awards grants of restricted stock to directors, officers and employees.  In general, the holder of such restricted stock has income, and therefore immediate tax obligations, when the applicable restrictions lapse with respect to these shares.  Internal Revenue Service regulations require Counterparty to withhold specified amounts to pay the applicable taxes.  To facilitate the tax withholding, Counterparty's Board of Directors authorized Counterparty to withhold (i.e., repurchase) a number of vesting restricted stock shares sufficient to satisfy the applicable tax withholding obligations on the date the restrictions lapse.  The affected shares are transferred to Counterparty in a private transaction and are not traded on the open market or on any exchange. GS&Co. hereby acknowledges and consents to the foregoing withholding procedures with respect to the identified shares for the satisfaction of Counterparty's tax withholding obligations.  Further, GS&Co. agrees that the use of such withholding procedures shall not be deemed a breach of the Master Confirmation, or any related Supplemental Confirmation, and that Counterparty is authorized to use such withholding procedures to satisfy any applicable tax withholding obligations, notwithstanding any trading restrictions otherwise imposed by the terms of the Master Confirmation, or any related Supplemental Confirmation.

                Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) correctly sets forth the terms of the agreement between GS&Co. and Counterparty with respect to this Transaction, by manually signing this Supplemental Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, facsimile No. 212-428-1980/83.

Yours sincerely,
GOLDMAN, SACHS & CO.

By:  /s/ Vanessa Marling_______________
      Authorized Signatory

Agreed and Accepted
By:  INTERGRAPH CORPORATION

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