SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549


                            FORM 8-K/A

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

Date of Report (Date of earliest event reported):  April 30, 2002
                         (April 4, 2002)



                     INTERGRAPH CORPORATION
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     (Exact name of registrant as specified in its charter)



       Delaware                    0-9722            63-0573222
------------------------       --------------       ------------
    (State or other             (Commission            (I.R.S.
    jurisdiction of             File Number)          Employer
    incorporation)                                   Identificat
                                                      ion No.)


  Intergraph Corporation
One Madison Industrial Park
          IW2000
    Huntsville, Alabama                              35894-0001
----------------------------                        ------------
   (Address of principal                             (Zip Code)
    executive offices)




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


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



Item 5.   Other Events
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          On April 4, 2002, Intergraph Corporation (the
"Company") entered into a Settlement, Sale of Technology, and
License Agreement (the "Settlement Agreement") with Intel
Corporation ("Intel") which, among other things, settles
litigation pending between the two companies in the U.S. District
Court in Birmingham, Alabama. Under the terms of the Settlement
Agreement, Intel will pay $300 million to the Company. The
Settlement Agreement also establishes a range of liquidated
damages for litigation pending between the two companies in
Texas. Pursuant to the Settlement Agreement, the Company has also
transferred certain patents to and entered into a cross license
arrangement with Intel.

          The foregoing description of the Settlement Agreement
does not purport to be complete and is qualified in its entirety
by reference to the Settlement Agreement attached hereto as
Exhibit 10.1 and incorporated herein by reference. This filing amends
the Current Report on Form 8-K filed April 29, 2002, to include Exhibit
A to the attached Settlement Agreement.


Item 7.   Financial Statements and Exhibits
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(c)  Exhibits


          10.1 (1) Settlement, Sale of Technology, and License
               Agreement between, inter alia, Intergraph
               Corporation and Intel Corporation.




                           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


Date: April 30, 2002          By: /s/ Larry J. Laster
                                 -------------------------------
                              Name:   Larry J. Laster
                              Title:  Executive Vice President
                                      and Chief Financial Officer






                          EXHIBIT INDEX


Exhibit No.                   Description
-----------    --------------------------------------------

  10.1 (1)     Settlement, Sale of Technology, and License
               Agreement between, inter alia, Intergraph
               Corporation and Intel Corporation.




(1) Certain information has been omitted and filed separately with
the Securities Exchange Commission.  Confidential treatment has
been requested with respect to the omitted portions.