INTERGRAPH CORP
S-8 POS, 1996-06-04
COMPUTER TERMINALS
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 As filed with the Securities and Exchange Commission on June 4, 1996

                                                     Registration No. 33-10614
- ------------------------------------------------------------------------------
                                
                                
                             UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                                
                                

                -------------------------------------- 

                     Post-Effective Amendment No. 1
                                  to
                               FORM S-8
        Registration Statement Under the Securities Act of 1933
                                 
                --------------------------------------


                                
                        INTERGRAPH CORPORATION
       -------------------------------------------------------
         (Exact Name of Issuer as Specified in Its Charter)
                                
                                
                                
     Delaware                   3571                 63-0573222
- ---------------------   --------------------   -------------------------
(State  or  other        (Primary Standard      (I.R.S. Employer
 jurisdiction of             Industrial           Identification No.)  
 incorporation or          Classification     
 organization)              Code Number)



                   One Madison Industrial Park
                 Huntsville, Alabama  35894-0001
                Telephone Number:  (205) 730-2000
       ----------------------------------------------------
       (Address, including zip code, and telephone number,
       including area code, of principal executive offices)
                                

                   ----------------------------                     

                                
          John W. Wilhoite, Vice President and Controller
                     INTERGRAPH CORPORATION
                   One Madison Industrial Park
                 Huntsville, Alabama  35894-0001
                Telephone Number:  (205) 730-2000
    ----------------------------------------------------------
    (Name, address, including zip code, and telephone number,
           including area code, of agent for service)

- -----------------------------------------------------------------------------

                                
                 INTERGRAPH CORPORATION
                                
Intergraph Corporation, a Delaware corporation (the
"Corporation"), filed with the Securities and Exchange
Commission on December 5, 1986, Form S-8 Registration Statement
under the Securities Act of 1933 (The "Securities Act") pursuant
to which the Corporation registered 3,200,000 shares of $0.10
par value common stock (the "Common Stock").  The Corporation
filed such Registration Statement in anticipation of the
issuance of up to 3,200,000 shares of Common Stock in connection
with its 1987 Intergraph Corporation Employees Stock Purchase
Plan (the "Plan").  Shares issued in accordance with the Plan
between January 1, 1987 and May 31, 1995 amounted to 2,932,447.
Accordingly, 267,553 shares of Common Stock remain registered
but unissued.  Because the Plan expired as of May 31, 1995 and
because on May 26, 1995, the Corporation filed with the
Securities and Exchange Commission on Form S-8 Registration
Statement No. 33-59621 under the Securities Act, registering
3,200,000 shares of Common Stock pursuant to the 1995 Intergraph
Corporation Employee Stock Purchase Plan, the Corporation hereby
deregisters the remaining 267,553 shares of Common Stock
associated with the 1987 Plan.

                                
                           SIGNATURES


    Pursuant to the requirements of the Securities Act of  1933,
the Registrant has duly caused this Registration Statement to be
signed  on  its  behalf  by  the  undersigned,  thereunto   duly
authorized, in the City of Huntsville, State of Alabama, on  the
4th day of June, 1996.

                     INTERGRAPH CORPORATION

                    By:  /s/ John W. Wilhoite
                       ------------------------
                             John W. Wilhoite
                      Vice President and Controller

     Pursuant to the requirements  of  the  Securities Act of  1933,  this  
Registration Statement  has  been signed below by the following persons  in  
the capacities and on the dates indicated.

      SIGNATURE                     TITLE                          DATE
     -----------                   -------                        ------ 

/s/ James W. Meadlock      Chief Executive Officer and         June 4, 1996
- ----------------------     Chairman of the Board
    James W. Meadlock      (Principal Executive Officer)


/s/ Larry J. Laster        Executive Vice President, Chief     June 4, 1996
- ------------------------   Financial Officer and Director
    Larry J. Laster        (Principal Financial Officer)


/s/ James F. Taylor, Jr.   Executive Vice President and        June 4, 1996
- ------------------------   Director
    James F. Taylor, Jr.

/s/ Robert E. Thurber      Executive Vice President and        June 4, 1996
- ------------------------   Director
    Robert E. Thurber

                           Director                            June 4, 1996
- ------------------------
  Roland E. Brown


                           Director                            June 4, 1996
- ------------------------
Keith H. Schonrock, Jr.


                           Director                            June 4, 1996
- ------------------------
Richard K. Snelling


/s/ John W. Wilhoite       Vice President and Controller       June 4, 1996
- ------------------------   (Principal Accounting Officer)
    John W. Wilhoite



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