UNITED STATES
                           
          SECURITIES AND EXCHANGE COMMISSION
                           
                Washington, D.C.  20549
                           
                       FORM 10-Q/A
                          
                      (Mark One)
                           
 [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR
          15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                           
For the period ended September 30, 1997

                          OR
                           
[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 
         OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                           
                           
For the transition period from _________ to ___________

Commission file number  0-16230


         STRUCTURAL DYNAMICS RESEARCH CORPORATION
  (Exact name of registrant as specified in its charter)

   Ohio                                        31-0733928
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)        Identification No.)


             2000 Eastman Drive, Milford, Ohio 45150
            (Address of principal executive offices)
                           (Zip Code)
                           
                           
                         (513) 576-2400
(Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant (1)
has filed  all reports  required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required
to file such reports), and  2) has been subject to such filing
requirements for the past 90 days.

              Yes [X]                       No [  ]

     As  of  October 31, 1997, there were 33,772,760 shares of the
Registrant's Common Stock without par value issued and outstanding. 

<PAGE>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.
   
<TABLE>
                             STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
                                         Consolidated Statement of Operations
                                                        (Unaudited)
                                             (in thousands, except per share data)

<CAPTION>
                                                      Three Months             Nine Months
                                                  Ended September 30,      Ended September 30,
                                                  1997         1996        1997          1996
<S>                                               <C>        <C>          <C>          <C>
Revenue:
 Software licenses                                $40,429    $38,675      $123,824     $108,502
 Software maintenance and services                 46,309     33,102       132,456       94,993
        Total revenue                              86,738     71,777       256,280      203,495


Cost of revenue:
 Cost of licenses                                   7,758      6,560        22,995       19,313
 Cost of maintenance and services                  25,047     15,815        72,517       43,302  
       Total cost of revenue                       32,805     22,375        95,512       62,615
Gross profit                                       53,933     49,402       160,768      140,880

Operating expenses:
 Selling and marketing                             25,355     27,565        75,066       79,854
 Research and development                          10,797      8,514        36,212       22,795
 General and administrative                         3,835      3,787        12,899       12,062
 Purchased in-process
  research and development                              -          -        20,850            -
        Total operating expenses                   39,987     39,866       145,027      114,711

        Operating income                           13,946      9,536        15,741       26,169

Equity in earnings (losses) of affiliates               -       (630)           80          (89)
Acquisition costs                                       -          -             -       (1,102)
Other income, net                                   1,197      1,309         2,754        2,017
Income before income taxes                         15,143     10,215        18,575       26,995

Income tax expense                                  3,412     1,836          9,366        5,653
         Net income                               $11,731    $8,379       $  9,209     $ 21,342

Earnings per share:
        Primary                                   $   .33    $  .24       $    .26     $    .61
        Fully diluted                                 .33       .24            .26          .61

Common and common equivalent shares:
        Primary                                    35,678    34,706         35,029       34,760
        Fully diluted                              35,678    34,948         35,029       34,760

</TABLE>
    
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
                             STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
                                              Consolidated Balance Sheet

                                                     (in thousands)
<CAPTION>

                                                              September 30,   December 31,
                                                                    1997          1996
                                                               (unaudited)
    <S>                                                        <C>            <C>
    Assets
    Current assets:
        Cash and cash equivalents                              $ 85,642       $ 71,278
        Marketable securities                                    17,826         18,502
        Trade accounts receivable, net                           74,024         61,743
        Other accounts receivable                                11,680          7,464
        Prepaid expenses                                          8,441          7,918
             Total current assets                               197,613        166,905           

    Marketable securities                                        13,929         10,509

    Property and equipment, at cost:
        Computer and other equipment                             55,242         49,376
        Office furniture and equipment                           16,565         14,535
        Leasehold improvements                                    6,514          5,695
                                                                 78,321         69,606

        Less accumulated depreciation and amortization           54,769         48,661
             Net property and equipment                          23,552         20,945


    Computer software construction costs, net                    30,564         28,614
    Other assets                                                 11,530         11,106


             Total assets                                      $277,188       $238,079

</TABLE>
See accompanying notes to consolidated financial statements.


<TABLE>

                                  STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES      
                                             Consolidated Balance Sheet

                                              (in thousands, except per share data)
<CAPTION>


                                                                September 30,     December 31,
                                                                     1996              1996
                                                                 (unaudited)
<S>                                                               <C>                <C>
Liabilities and Shareholders' Equity
Current liabilities:
 Accounts payable                                                 $  12,831          $  9,695
 Accrued expenses                                                    43,579            36,045
 Accrued litigation settlement and related costs                     10,104            10,104
 Accrued income taxes                                                 8,426             8,082
 Deferred revenues                                                   43,732            36,460
       Total current liabilities                                    118,672           100,386

Other long-term liabilities                                           7,311             8,394

Shareholders' equity:
 Common stock, stated value $.0069 per share
 Authorized 100,000 shares; outstanding shares -
    33,744 and 32,760 net of 1,523 and 1,542 shares
    in treasury                                                         234               228
 Capital in excess of stated value                                  102,388            87,292
 Retained earnings                                                   50,719            41,510
 Foreign currency translation                                        (2,128)              298
 Unrealized holding loss on investments                                  (8)              (29)
        Total shareholders' equity                                  151,205           129,299

        Total liabilities and shareholders'equity                 $ 277,188          $238,079

/TABLE
<PAGE>

<TABLE>
                                        STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES 
                                              Condensed Consolidated Statement of Cash Flows
                                                                  (Unaudited)
                           
                                                                 (in thousands)

<CAPTION>

                                                             Nine Months Ended September 30,
                                              
                                                                    1997            1996
<S>                                                              <C>            <C>
Net cash provided by operating activities                        $54,816        $ 23,048

Cash flows from investing activities:
   Sales, (purchases) of marketable securities, net               (2,723)         (9,156)
   Additions to property and equipment, net                       (9,445)         (9,832)
   Additions to computer software construction costs              (7,746)         (5,662)
   Acquisition of Metaphase Technology, Inc.                     (28,050)              -
   Investment in and advances to joint ventures                        -             300
   Net cash used in investing activities                         (47,964)        (24,350)

Cash flows from financing activities:
   Stock issued under employee benefit plans                      11,324          13,406
   Purchases of treasury stock                                    (1,386)         (1,382)
   Repayment of long term debt                                         -          (1,648)
   Payment of Camax dissenter's rights                                 -          (1,236)        
         Net cash provided by financing activities                 9,938           9,140

Effect of exchange rate changes on cash                           (2,426)             76
Increase in cash and cash equivalents                             14,364           7,914

Cash and cash equivalents:
   Beginning of period                                            71,278          61,848

   End of period                                                 $85,642        $ 69,762

</TABLE>
                                         
See accompanying notes to consolidated financial statements.<PAGE>






           STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES 
                    Notes to Consolidated Financial Statements
                                   (Unaudited)
                     (in thousands, except per share data)
                         
(1)  Basis of Presentation

The accompanying unaudited consolidated financial statements have
been prepared by the Company pursuant to the rules and regulations 
of  the Securities and Exchange Commission.  As permitted by the
rules of  the Securities and Exchange Commission applicable to
quarterly reports on Form  10-Q,  these  notes  are  condensed  and 
do  not contain   all disclosures required by generally accepted
accounting principles.   In the  opinion  of  management, these
financial statements  contain  all adjustments (consisting of only
normal recurring adjustments,  unless otherwise  noted) necessary to
present fairly the Company's  financial position, results of
operations and cash flows as of the dates and for the periods
indicated.

While  the Company believes that the disclosures are adequate to 
make the  information not misleading, these financial statements
should  be read  in  conjunction with the Consolidated Financial 
Statements  and related notes included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1996.

(2)  Acquisition of Metaphase Technology, Inc. In 1992, the Company
and Control Data Systems, Inc. (CDSI) established a  joint venture
company, Metaphase Technology, Inc., (Metaphase),  to develop  and
market product data management (PDM) software  worldwide. The
Company initially owned a 35% interest and increased such interest
to  50%  during  1993.   The  Company's investment  in  Metaphase 
was accounted for on the equity basis.

In January 1997, the Company acquired the remaining stock of
Metaphase and  certain  assets of CDSI's global PDM software sales 
and  support business.   The purchase price of approximately $34,000
included  cash and a stock warrant.  The warrant is exercisable for
750 shares of the Company's common stock without par value at the
exercise price of  $28 per  share  and expires on December 31, 1998. 
A value of  $3,500  has been  assigned  to  the warrant and recorded
in Shareholders'  equity. The  excess of purchase price over the
fair values of the net  assets acquired  is  approximately $2,307
and has been recorded as  goodwill. Certain  other  intangibles,
including computer software  construction cost, total approximately
$8,555 and have been recorded on the balance sheet. All  intangibles
associated with the  acquisition  are being amortized  over their
useful lives, which do not exceed seven  years. Also  in connection
with the acquisition, the Company recorded a  onetime  charge to
operations of $20,850 for the write off of  in-process research and
development acquired in the transaction that did not have an  
alternative   future  use  and  had  not  reached technological
feasibility.   The  acquisition was accounted for using the 
purchase method.   The Company's consolidated statement of
operations  includes the  operating  results of Metaphase and the 
CDSI  assets  acquired, beginning January 1, 1997.

(3)  Taxes

The  provision  for  income  taxes reflects taxes currently 
payable. Based  on  the  Company's  historical tax position  and 
estimates  of taxable  income  for  the next four years, a valuation 
allowance  is provided against deferred tax assets when the Company
believes  it is more  likely  than  not  that the deferred  tax 
assets will  not  be realized.   These factors cause the effective
tax rate to differ  from the expected statutory rate.


(4)  New Accounting Pronouncements

Earnings Per Share

In  February  1997,  the Financial Accounting Standards Board 
(FASB) issued  Statement of Financial Accounting Standards No. 128
(SFAS  No. 128),  "Earnings  per  Share" which establishes new 
methods  for  the computation, presentation and disclosure of
earnings per share.   SFAS 128  will be effective for financial
statements of annual and  interim periods  ending after December 15,
1997.  The Company plans  to  adopt SFAS  No.  128  in  the  fourth
quarter 1997, and at  that  time  all historical  net income  per
share disclosures  will  be  restated  to conform to the provisions
of SFAS No. 128.  The impact of SFAS No. 128 on  the  calculation of
diluted earnings per share  for  the  quarters presented is not
expected to be material.

Comprehensive Income

In  June  1997,  FASB  issued SFAS No. 130,  Reporting Comprehensive
Income,  which  establishes standards for reporting  and  display 
of comprehensive income and its components in the consolidated 
financial statements. Comprehensive income includes net income as
well as other changes   in   shareholder  equity,  except  changes
resulting   from shareholders'   investments  in  the  Company  and
distributions   to shareholders.   SFAS No. 130 is
effective for fiscal  years  beginning after  December 15, 1997. 
The Company has not determined the  effects that SFAS No. 130 will
have on its consolidated financial statements.

Segments of an Enterprise

In June 1997, FASB issued SFAS No. 131, Disclosures about Segments
of an  Enterprise  and Related Information, which establishes 
standards for  the  way that public companies report selected
information  about operating segments.  It also includes  standards 
for related disclosures about products and services, geographic
areas, and  major customers.   SFAS  No.  131 is effective for
periods  beginning  after December  15,  1997.  The Company has not
determined the effects, if any,  that SFAS  No.  131  will  have  on 
the  disclosures in its consolidated financial statements.  

Revenue Recognition

In  August 1997, FASB approved the American Institute of Certified 
Public Accountants statement of Position (SOP) on  software  revenue
recognition which will be effective for fiscal years beginning 
after December 15, 1997.  The Company believes it is in compliance
with the provisions of the new SOP and its adoption is not expected
to have a material impact on the financial position or results of
operations of the Company. 

Item  2.   Management's Discussion and Analysis of Financial
Condition and Results of Operations.  (in thousands)

Structural Dynamics Research Corporation is a leading international
supplier of CAD/CAM/CAE and product data management (PDM) software
and related services.  The Company provides software and related
services to manufacturers to optimize product performance and 
reduce cost, while streamlining the product development process from
concept through manufacturing.

Certain  statements in this Form 10Q are forward looking statements
that involve risks and uncertainties, including the timely
availability and acceptance of new products, the impact of
competitive products and pricing, the management of growth, and the 
other risks detailed  from time to time in the Company's Securities
and Exchange Commission reports.  The Company's results could 
differ from those results described herein. Forward looking 
information  should  be evaluated in the context of these and other
factors, some of which are described in more detail in Factors That
May Affect Future Results.

Acquisition of Metaphase Technology, Inc.

In January 1997, the Company acquired the remaining stock of
Metaphase Technology, Inc., (Metaphase), and certain assets  of 
Control Data Systems, Inc.'s (CDSI) global PDM software sales and
support business. The purchase price of approximately $34,000
included cash and a stock warrant.  The acquisition was accounted
for as a purchase. During the three months ended  March 31, 1997 the
Company recorded a one-time charge of $20,850 to write off
in-process research and development acquired in the acquisition that
did not have an alternative future use and had not reached
technological feasibility.

Revenue

The Company's consolidated net revenue increased 26% to $256,280 
for the nine months ended September 30,  1997, compared  to $203,495 
for the nine months ended September 30, 1996.  Quarterly revenue 
increased 21% to $86,738 for the three months ended September 30, 
1997, compared to $71,777 for the three months ended September 30,
1996.

Software license revenue increased 14% to $123,824 for the nine
months ended September 30, 1997, compared to $108,502 for the  nine 
months ended September  30, 1996.  Quarterly software license 
revenue increased 5% to $40,429 for the three months ended September
30, 1997 compared to $38,675 for the three months ended September 
30, 1996. Software license revenue growth for PDM products was 363% 
and  144%, for the  three and nine month periods ended September 30, 
1997.  The growth was the result of significant sales orders from  
major automotive, aerospace and electronics customers.  Software 
license revenue for CAD/CAM/CAE products was -17% and 1% for the 
three and nine months periods ended September 30, 1997.  Comparisons 
for the quarter and year were impacted by a $2,900 license order
from a large automotive customer booked in the third quarter of
1996.  In addition, CAD/CAM/CAE license revenue from Asia-Pacific
operations was less than expected, impacted by the timing of
customer orders and regional economic uncertainty.

Software maintenance and services revenue increased 39% to  $132,456
for the nine months ended September 30, 1997, compared to $94,993
for the nine months ended September 30, 1996.  Quarterly software
maintenance and services revenue increased 40% to $46,309 for the
three months ended September 30, 1997, compared to $33,102 for the
three months ended September 30, 1996.  Growth in maintenance
revenue was due to the increase in the Company's installed customer
base and the Company's continued efforts, through product 
development and marketing, to obtain maintenance contract renewals
from its customers.  Software services revenue continued to grow due
to increased work on implementation and  related projects for I-DEAS
and Metaphase license customers.

For the three and nine month periods ended September 30, 1997,
revenue in North America accounted for 46% and 50%, Europe 33% and
30%, and Asia-Pacific 21% and 20%, respectively, of consolidated
revenues.  The Company expects the international market to continue
to account for  a significant portion of total revenue. 

Expenses

Cost of revenue consists principally of the staff and related  costs
associated with the generation and support of software service
revenue, amortization of capitalized software construction costs,
royalty fees paid to third parties under licensing agreements and 
the cost of distributing software products.  Cost of revenue
Expenses (continued)

increased 53% to  $95,512 for the nine months ended September 30,
1997, compared to $62,615 for the nine months ended September 30,
1996.  Quarterly  cost  of revenue  increased 47% to $32,805 for
the three months ended September 30, 1997, compared to $22,375 for
the three months ended September 30, 1996. Cost  of  revenue
represented 38% and 37% of revenue  for the three  and nine months
ended September 30, 1997, compared to  31%  for the corresponding
1996 periods.


The  cost of licenses represented 19% of license revenue for the
three and  nine months ended September 30, 1997, compared to 17% and
18%  of license  revenue for the corresponding 1996 periods.
Quarterly,  the increased  cost  of  licenses,  relative to  license 
sales,  is  due primarily  to increased software amortization from
the recent  release of  I-DEAS Master  Series  5.  The cost of
services  and  maintenance represented  54% and 55% of the
associated revenue for the three  and nine months ended September
30, 1997, compared to 48% and 46% for  the corresponding 1996
periods. Relative to the associated sales, cost of services  and
maintenance increased due to the hiring,  training and integration
cost associated with expanding the workforce to  meet  the growing
demand for software implementation, training services and post
license sales support.  Also in 1997, the Company allocated more
fixed facility  and common overhead expenses to the cost  of 
services  and maintenance  due  to the large growth of the services
and maintenance workforce.

Selling  and  marketing expenses consist of the costs associated 
with the  world-wide  sales and marketing staff, advertising  and 
product localization. Selling and marketing expenses decreased 8%
and 6%  for the three and nine  months  ended  September  30,  1997 
from the corresponding 1996 periods.  Selling and marketing expenses
represented 29% of revenue for the three and nine months ended
September 30,  1997 compared to 38% and 39%  for  the  corresponding
periods in 1996. While the Company expanded its sales force 31%
since September  30,  1996 to 230 people, the net decrease in 
selling  and marketing expense resulted from certain non-recurring
charges incurred during  the nine months ended September 30,  1996. 
Those charges included significant expense for a corporate
advertising campaign, bad debt expense and special commission
programs. In 1997, the Company allocated less facility and overhead
costs to selling  and marketing expenses, and more to the cost of
services and maintenance as noted above. 

Research  and  development expenses consist  primarily of  salaries,
benefits, computer equipment costs and facilities associated with 
the product development staff. It excludes costs which are
capitalized in accordance with Statement of Financial Accounting
Standards  No. 86. Research and development expenses increased to
$10,797 and $36,212 for the  three  and  nine  month periods ended
September 30, 1997, from $8,514, and $22,795 for the corresponding
periods  in  1996.  These expenses were 12% and 14% of total revenue
for the  three and  nine month  periods ending September 30, 1997,
compared to 12% and  11%  of total revenue for the same periods in
1996. The increases were due to additions in the development staff
from the Metaphase acquisition as well as staff increments for
I-DEAS product development.  Research and development expenses
excluded capitalized internal software  costs  of $7,697 for the
nine months ended September 30, 1997 compared to $5,517 for  the
corresponding period in 1996.  The increase in capitalized cost 
reflected the higher level of development staff and a timing
difference of new product releases compared to the prior year.  The
Company  expects  the amount of software cost capitalized during 
the next  several  months to increase as production for the next 
software release intensifies.

General and administrative expenses consist of costs associated 
with the corporate, finance, legal, human resource and 
administrative staffs.   General and administrative expense
increased to  $3,835  and $12,899 for the three and nine month
periods ended September 30, 1997, from  $3,787  and  $12,062  for 
the corresponding periods  in  1996. General and administrative
expenses represent 4% and 5% of revenue for the  three and nine
months ended September 30, 1997 and 5% and 6%  for the three and
nine months ended September 30, 1996.  The increase  in general  and 
administrative expenses was primarily due  to  a  larger workforce
to support the Company's growth.

Equity in Earnings of Affiliates

For  the  nine  months ended September 30, 1997,  equity in 
earnings represented  the  Company's share of operating results  of 
its  joint venture, ESTECH.  For the nine month period ended
September 30,  1996, equity in earnings of affiliates represented
the Company's  share of operating results of its joint venture
investee, Metaphase.  Since the Company's  acquisition of Metaphase
in January,  1997,  the  operating results  of  Metaphase are
consolidated in the Company's statement  of operations.

Acquisition Cost

In June 1996, the Company completed  the acquisition  of  Camax
Manufacturing Technologies, Inc., (Camax), which was accounted for 
as a pooling of interests wherein all historical financial 
information was  restated  to  include  the  results  of  Camax  for
all  periods presented.  Charges of $1,102 related to the
acquisition were recorded in the second quarter 1996 results.

Other Income, net

Other income, net, consists principally of interest income and
foreign currency losses.  For the nine months ended September 30,
1997,  other income  includes interest income of approximately
$3,550  and  foreign exchange losses of approximately $800.  The net
increase for the nine month  period  ended  September 30, 1997,
compared to  1996,  is  due principally  to  a  one-time  charge of
approximately  $950  for  the settlement of a lawsuit in 1996.

Taxes

The  provision  for  income  taxes reflects taxes currently 
payable. Deferred  tax  benefits  relating to temporary differences 
have  been offset  by  a  valuation allowance due to doubt as to 
their  ultimate realization.  These factors cause the effective tax 
rate  to  differ from the expected statutory rate.

Liquidity and Capital Resources

At September 30, 1997, the Company had  cash  and investments of
$117,397 compared to $100,289  at December 31, 1996.  During the
first nine months of 1997, the Company generated net cash from 
operating activities of $54,816 and realized cash proceeds of
$11,324 from the issuance  of stock.  The cash generated was
partially offset by cash paid  for the Metaphase acquisition
($28,050); purchases of marketable securities  ($2,723, net);
payments for equipment purchases ($9,445); computer software
construction ($7,746); and the purchase of treasury stock for
employee benefit plans ($1,386) since December 31, 1996.  At
September  30,  1997, the Company's working capital was  $78,941.  
In addition, the Company has an unused, unsecured bank line of
credit  of $15,000.  The Company has no current commitments for
material capital expenditures. These existing  sources  of 
liquidity and funds anticipated to be generated from operations are
expected  to  provide adequate cash to fund the Company's  projected 
needs for the foreseeable future.

Factors That May Affect Future Results

Forward  looking statements and the Company's results are subject 
to certain risks and uncertainties, including those discussed below,
that could cause actual results to differ from those disclosed.  Any
risk and uncertainty posed by competitive, technological or 
financial factors could have an immediate and significant adverse
effect on the trading price of the Company's stock in any given
period.

Future quarterly results could be impacted by factors such as
customer order delays,  a  slower  growth  rate  in  the  market,
increased competition or adverse changes in general economic
conditions in  any of the countries in which the Company does
business.  The loss of a major customer or a reduction in orders 
from a major customer or distributor could have a significant impact 
to the results of operations in any particular quarter.
Historically, a significant portion of  the  Company's  revenue  is
generated from shipments in the last month of a quarter.  In
addition, higher  volumes  of  orders have been experienced in  the
second  and fourth  quarter.   The  concentration of orders makes 
projections of quarterly financial results difficult.  If customers 
delay their orders or a disruption in the Company's distribution
Factors That May Affect Future Results (continued)

occurs, quarterly results of operations in any particular quarter 
may  be  negatively impacted. The Company usually ships the software
license orders within one to two weeks after receipt of a customer
order.  Typically, orders exist  at the end of a quarter which have
not been shipped.  The value of  such  orders is not indicative of
revenue results for  any  future period.   A significant portion of
the Company's revenue  is from  the international  market.  As a
result, the Company's financial  results could  be  impacted by
weakened general economic conditions, differing technological
advances or preferences, volatile foreign exchange rates and
government trade restrictions in any country in which the Company
does business.  The Company relies on distributors,  representatives
and value added resellers to market its products. The  Company's
revenue in any particular quarter may be negatively impacted  by  a
lower than anticipated  performance of any significant  distributor,
representative or value added reseller.

The  Company's success is dependent on its ability  to continue  to
develop, enhance and market new products to  meet  its  customers'
sophisticated  needs in a timely manner and which are consistent 
with current technological  developments.   The  Company's  success
also depends in part on its ability to attract and retain  technical 
and other key employees who are in great  demand, to protect the
intellectual property rights of its products and to continue  key
relationships with third party authors.  As development cycles 
become shorter,  product  quality, performance, reliability,  ease 
of use, functionality, breadth and integration may be impacted.  
Therefore, customer  acceptance of new products cannot be assured.
The software industry is highly competitive.  The entire industry
may  experience pricing  and margin pressure which as a result could
adversely  affect the Company's operating results and financial
position.

In  addition, the Company's expense levels are based, in part, on 
its future  revenue expectations.  The Company continues to 
increase  its operating expense levels to meet the growing customer
demand  for  the Company's products  and services.  If revenue is
below expectations, operating  results  could be adversely and
materially  affected. Net income  may be disproportionately affected
by an unexpected  reduction in revenue because the Company's 
expense levels are generally committed in advance and a relatively
small portion of the  Company's expenses vary with revenue.

During  the  third  quarter of 1997, the Company initiated  steps 
to expand its sales resources and to invest more in marketing 
efforts with the objective of increasing the distribution of license
products. Future results could be impacted by lags in sales 
productivity as additional salespeople are hired  or by the  cost 
of new marketing programs.  In addition, the Company is in the
process of upgrading its world-wide  information management system. 
Such a major undertaking could cause significant disruption as a
result of unexpected delays in the implementation of this project. 

Factors That May Affect Future Results (continued)

There can be no  assurance  that the  project will be completed
within the projected  time  frame  and budget.   The  Company  does
not anticipate any significant  problems associated  with the year
2000 consequences for its internal  software or  the  software which
it markets.  The software which  will be  the basis of the Company's
new information management system is Year 2000 compliant.  The
Company's primary software offerings are  also  Year 2000 compliant.

The  trading  price  of the Company's stock, like other software 
and technology stocks, is subject to significant volatility due to
factors impacting the overall market which are unrelated to the 
Company's performance.   The historical  results of operations and 
financial position of the Company are not necessarily indicative of
future financial performance. If revenues or earnings fail to meet
securities analysts' expectations, there could be  an immediate and
significant adverse impact on the trading price of the Company
stock.

The  Company  has not experienced a material adverse impact of  such
risks or uncertainties and does not anticipate such an impact.
However, no assurance can be given that such risks and uncertainties
will not affect the Company's future results of operations or its
financial position.



<PAGE>
                   PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.

 (A) Exhibits filed as part of this report:

          11(a)   Calculation of Primary Earnings Per Common Share 

          11(b)   Calculation of Fully Diluted Earnings Per Common 
                 Share

The  information furnished in this report has not been audited.   It
reflects all adjustments which are, in the opinion of  management,
necessary for a fair statement of the results for the interim 
periods reported.   The results are not necessarily indicative of 
results  of operations to be expected for the full fiscal year.



                            SIGNATURE

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 thereunto duly
authorized.




                                STRUCTURAL DYNAMICS
                                RESEARCH CORPORATION
                                
                                
                                
                                
Date:  November 12, 1997        By: /s/ Jeffrey J. Vorholt
                                  Jeffrey J. Vorholt,
                                  Vice President,
                                  Chief Financial Officer
                                  and Treasurer
                                
                                
                                
                               * Pursuant to the last sentence of
                                  General Instruction G to Form 10-
                                Q, Mr. Jeffrey J.Vorholt has
                                executed this Quarterly Report on
                                Form 10-Q both on behalf of the
                                registrant and in his capacity as
                                its principal financial and
                                accounting officer.

<PAGE>
                             



                                                                EXHIBIT 11(a)
<TABLE>
         STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES 
           Calculation of Primary Earnings Per Common Share
        
               (in thousands, except per share data)

<CAPTION>


                                                  Three Months              Nine Months
                                                Ended September 30,      Ended September 30,

                                                 1997       1996          1997        1996
<S>                                             <C>        <C>           <C>        <C>
PRIMARY

Average shares outstanding                       33,933     33,104        34,638     32,685
                             
  Net effect of dilutive stock options 
  after application of the treasury 
  stock method                                    1,745      1,602           391      2,075

           Total                                 35,678     34,706        35,029     34,760

           Net income                           $11,731    $ 8,379       $ 9,209    $21,342

           Net income per share                 $   .33    $   .24       $   .26    $   .61

</TABLE>

<PAGE>
                                                              Exhibit 11(b)
<TABLE>

                  STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES 
                    Calculation of Fully Diluted Earnings Per Common Share

                                (in thousands, except per share data)
<CAPTION>
                            

                            

                                                  Three Months              Nine Months
                                                Ended September 30,      Ended September 30,

                                                 1997       1996          1997        1996

<S>                                          <C>         <C>           <C>          <C>
                        
FULLY DILUTED

    Average shares outstanding                  33,933     33,104        34,638      32,685
                            
    Net effect of dilutive stock
   options after application ofthe
   treasury stock method                         1,745      1,844           391       2,075

           Total                                35,678     34,948        35,029      34,760

           Net income                        $  11,731   $  8,379      $  9,209     $21,342

           Net income per share              $     .33   $    .24      $    .26     $   .61

</TABLE>