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): ~~October~~January 531, ~~2005~~2006 (~~October~~January 325, ~~2005~~2006)

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 51.0201. ~~Departure~~Entry ofInto ~~Directors~~a ormaterial ~~Principal~~Definitive ~~Officers; Election of Directors; Appointment of Principal Officers.~~Agreement

~~Effective~~ On ~~October~~January 325, ~~2005~~2006, ~~Anthony~~after ~~Colaluca,~~consideration ~~Jr.~~of ~~was~~presentations ~~appointed~~and torecommendations ~~serve~~of asmanagement ~~the~~and ~~Company's~~independent ~~Chief~~compensation ~~Financial~~consultants, ~~Officer~~ and ~~Executive~~such ~~Vice~~other ~~President. Also, effective~~matters asand ofinformation ~~such~~as ~~date~~deemed appropriate, ~~Larry~~the J.Compensation ~~Laster~~Committee ~~resigned~~(the ~~from~~"Committee") ~~such~~of ~~positions~~the ~~and~~Board ~~was~~of ~~appointed~~Directors toof ~~serve~~Intergraph asCorporation (the "Company's") ~~Senior~~approved ~~Vice~~resolutions ~~President~~with ~~and~~respect ~~Treasurer.~~to the following actions:

~~Mr.~~ Restricted ~~Colaluca~~Stock ~~served~~Awards asto ~~Senior~~Executive ~~Vice~~Officers. Effective ~~President~~as ~~and Chief Financial Officer~~ of ~~Harland~~February ~~Financial Solutions~~1, ~~Inc.~~2006, aand ~~division~~subject ofto ~~John~~such H.person's ~~Harland~~continued ~~Company,~~employment ~~from~~with ~~November~~the ~~2003~~Company through ~~September~~such ~~2005. From~~date, ~~August~~restricted ~~2002~~shares toof ~~October~~the ~~2003,~~Company's ~~Mr.~~common ~~Colaluca~~stock ~~served~~were asgranted ~~Chief~~to ~~Financial~~certain ~~Officer~~executive ~~for~~officers ~~Solution~~of 6the ~~North America~~Company, ~~Inc. Mr.~~pursuant ~~Colaluca~~to ~~served~~the asCompany's ~~Chief~~2004 ~~Financial~~Equity ~~Officer,~~Incentive ~~Treasurer~~Plan ~~and~~(the ~~Secretary~~"2004 ~~of Novient~~Plan"), ~~Inc.~~as ~~from~~follows: ~~May 2000 through August 2002. Mr. Colaluca received a degree in accounting and business administration from State University of New York at Albany and he is a certified public accountant.~~

The Company has entered into a written employment agreement (the "Agreement") with Mr. Colaluca. The Agreement has an initial term of one (1) year and renews for additional one (1) year terms, unless terminated by either the Company or Mr. Colaluca not less than ninety (90) days prior to the anniversary date. By its terms, Mr. Colaluca's initial base salary was set at a rate of $325,000 per annum. The Agreement also calls for Mr. Colaluca to be awarded 30,000 shares of restricted stock upon his employment pursuant to the terms of the Company's 2004 Equity Incentive Plan and the Company's form of restricted stock agreement for awards to executive officers. By its terms, the award vests ratably in 25% annual increments over the next four years. Notwithstanding the foregoing, the shares of restricted stock would become fully vested upon a change in control (as defined) or the termination of the executive by reason of death or disability. Also, by its terms, the award would become vested as to a portion of the restricted shares (in proportion to grantee's length of employment during the restricted period) upon grantee's retirement or termination without cause, each as determined by the Compensation Committee.

Name	Title	Number of Restricted Shares
R. Halsey Wise	President and Chief Executive Officer	35,000
R. Reid French, Jr.	Executive Vice President and Chief Operating Officer	12,000
Gerhard Sallinger	President, Intergraph Process, Power & Marine	11,000
Ben Eazzetta	Chief Operating Officer, Intergraph Security, Government & Infrastructure	9,000
Larry J. Laster	Senior Vice President and Treasurer	5,000
David Lucas	Vice President and General Counsel	5,000
Larry Miles	Vice President and Controller	4,000

The ~~Agreement~~shares ~~also~~of ~~calls~~restricted ~~for~~stock ~~the~~will ~~payment~~vest ofand abecome ~~signing~~exercisable ~~bonus~~ratably in ~~the~~25% ~~amount~~annual ofincrements ~~$85,000~~over ~~and~~the anext ~~guaranteed~~four ~~bonus~~years. Notwithstanding ofthe ~~$120~~foregoing,~~000~~ ~~for~~ the ~~remainder~~shares of ~~2005~~restricted ~~which~~ stock will bebecome ~~payable~~fully invested ~~2006. Thereafter,~~upon ~~during~~ the ~~term~~occurrence of ~~the Agreement, Mr. Colaluca will be entitled to~~ a ~~bonus~~change ~~opportunity~~ in ancontrol ~~amount not less than 75%~~ of ~~his annual salary. The Agreement also provides for severance benefits in certain instances (excluding a decision by~~ the Company ~~not~~(as todefined ~~renew~~ the ~~Agreement),~~award ~~including severance equal to one hundred percent (100%~~agreements) ofor ~~his~~the ~~base~~termination ~~salary, a pro-rata portion~~ of ~~his target bonus and certain health benefits in~~ the ~~event~~executive ~~Mr.~~by ~~Colaluca is terminated without cause or he resigns for good~~ reason ~~during the term~~ of ~~the~~death ~~Agreement~~or disability. The ~~foregoing~~restricted ~~severance~~stock ~~payments~~awards ~~increase~~are subject to ~~one~~the ~~hundred~~terms ~~fifty percent (150%)~~ of ~~Mr.~~the ~~Colaluca's~~2004 ~~base~~Plan ~~salary~~ and ~~one~~the ~~hundred~~individual ~~fifty~~award ~~percent~~agreements ~~(150%)~~substantially ofin ~~his pro-rata target bonus if such termination occurs prior to~~ the ~~first~~forms ~~anniversary~~previously offiled ~~his~~and ~~employment~~incorporated ~~with~~herein ~~the~~by ~~Company~~reference.

~~SIGNATURES~~ 2006 Cash Incentive Plan. The Company's 2006 Cash Incentive Plan (the "Cash Bonus Plan") was approved. The Cash Bonus Plan is intended to provide incentives to members of management, including the Company's executive officers, in the form of cash bonus payments for achieving certain performance goals established for them. The performance awards are based upon achievement of established operating income goals (on a Company and/or division level) as well as personal business objectives ("Individual Goals"), in each case as determined by the Committee. The Individual Goals are based on revenue, operating income, specified management initiatives and/or execution against the Company's strategic plan, with each objective, in the event a participant has multiple Individual Goals, given a specified weight. The following table illustrates the weight allocated to each component of the participants' corporate, division and/or Individual Goals under the Cash Bonus Plan based on the executives' designated management level, as applicable:

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.

Level	Corporate Goal (Percentage of Target)	Division Goal (Percentage of Target)	Individual Goals (Percentage of Target)
Corporate Executives	80%	0%	20%
Division Presidents/COOs	30%	50%	20%
Division Executives	25%	55%	20%

~~INTERGRAPH~~ Awards ~~CORPORATION~~under the Cash Bonus Plan are based on a target bonus established by the Committee for each participant. Participants may receive 100% of the target bonus if they achieve each of the performance measures established for such participant. Actual awards can range from zero to a maximum of 200% of the target bonus. However, no bonus awards will be paid unless corporate and/or division performance, as the case may be, is greater than 60% of the applicable targets established by the Committee. The Committee will administer and make all determinations under the Plan.

~~By: /s/~~ The ~~Larry~~foregoing T.summary Miles Name: Larry T.of Miles Title: Vice Presidentthe Cash Bonus Plan is qualified in its entirety by reference to the complete text of the Cash Bonus Plan, which is attached hereto as Exhibit 99.1 and ~~Controller~~incorporated herein by reference.

~~Date: October~~Item 5,9.01. ~~2005~~Financial Statements and Exhibits.

Exhibits

99.1 2006 Cash Incentive Plan

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/ Anthony Colaluca, Jr.
                                                                                                                   Name:  Anthony Colaluca, Jr.
                                                                                                                   Title:     Executive Vice President
                                                                                                                               and Chief Financial Officer

Date: January 31, 2006

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