UNITED STATES

               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

                            FORM 10-Q

(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, 1999

                               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,  1999 there were 35,725,954  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,
                           1999         1998       1999      1998
<S>                        <C>         <C>        <C>         <C>
Revenue:
 Software licenses         $ 42,416    $ 43,886   $135,208    $123,315
 Software maintenance and
   services                  66,491      57,933    192,881     164,758
    Total revenue           108,907     101,819    328,089     288,073

Cost of revenue:
 Cost of licenses            12,913       7,819     30,277      23,103
 Cost of maintenance and
   services                  38,626      32,794    108,445      90,940
    Total cost of
      revenue                51,539      40,613    138,722     114,043           9
Gross profit                 57,368      61,206    189,367     174,030

Operating expenses:
 Selling and marketing       30,505      29,146     91,203      84,649
 Research and development    16,965      16,164     49,370      49,380
 General and
  administrative              4,424       4,503     13,730      13,186
 Purchased in-process
  research and development    2,350          --      2,350          --
    Total operating
     expenses                54,244      49,813    156,653     147,215

Operating income              3,124      11,393     32,714      26,815

Other income, net             1,464       4,144      4,899      10,829
Income before income taxes    4,588      15,537     37,613      37,644
Income tax expense            2,051       5,199     14,271      11,865
        Net income          $ 2,537    $ 10,338   $ 23,342    $ 25,779

Net income per share:
        Basic               $   .07    $    .29   $    .65    $    .71
        Diluted                 .07         .28        .62         .67

Comprehensive income        $ 3,538    $ 12,116   $ 21,762    $ 27,393
</TABLE>
See accompanying notes to consolidated financial statements.


<TABLE>
    STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
                   Consolidated Balance Sheet
                         (in thousands)

<CAPTION>

                                    September 30,  December 31,
                                        1999          1998
Assets                                (unaudited)
<S>                                   <C>           <C>
Current assets:
 Cash and cash equivalents            $123,296      $100,581
 Marketable securities                  11,453        11,787
 Trade accounts receivable, net         87,693        92,169
 Other accounts receivable               6,888         8,956
 Prepaid expenses and other current
   assets                                8,562        12,102
                                       237,892       225,595

Marketable securities                   16,220         9,937

Property and equipment, at cost:
 Computer and other equipment           67,428        63,943
 Office furniture and equipment         19,256        18,929
 Leasehold improvements                  8,176         7,819
                                        94,860        90,691

 Less accumulated depreciation and
    amortization                        70,669        65,017
        Net property and equipment      24,191        25,674

Marketable software costs, net          58,536        36,237
Goodwill and other intangibles          43,843        32,886
Other assets                             8,895        10,425


                  Total assets        $389,577      $340,754

</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,
                                           1999          1998
Liabilities and Shareholders' Equity   (unaudited)
<S>                                    <C>             <C>
Current liabilities:
 Accounts payable                      $ 13,816        $ 14,840
 Accrued expenses                        49,503          49,371
 Accrued income taxes                     6,982           7,242
 Deferred revenue                        58,726          45,655
        Total current liabilities       129,027         117,108

Other long-term liabilities               8,341           7,872

Shareholders' equity:
 Common stock, stated value $.0069
 per share Authorized 100,000 shares;
 outstanding shares-36,194 and 35,487
 net of 2,028 and 2,313 shares
 in treasury                                251             246
 Capital in excess of stated value      129,167         114,499
 Retained earnings                      126,149         102,807
 Accumulated other comprehensive
  income (loss):
  Foreign currency translation
   adjustment                            (3,184)         (1,843)
  Unrealized holding results of
   investments                             (174)             65
  Accumulated other
   comprehensive loss                    (3,358)         (1,778)
    Total shareholders' equity          252,209         215,774
    Total liabilities and shareholders'
     equity                            $389,577        $340,754

</TABLE>

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

                         (in thousands)
<CAPTION>
                                             Nine Months Ended
                                               September 30,

                                           1999           1998
<S>                                      <C>           <C>
Cash flows from operating activities:
    Net Income                             23,342        25,779
    Adjustments to reconcile net income
     to net cash flows
     from operating activities:
    Amortization of computer
     software cost                         10,704        12,307
    Depreciation                            8,875         8,621
    Amortization of acquired intangibles    3,844           610
    Purchased in-process research
     and development                        2,350            --
    Gain on sale of test business              --        (2,745)
    Other                                      64          (220)
    Changes in assets and liabilities
     from operating activities:
      Accounts receivable                   7,775        14,892
      Prepaid expenses and other assets     5,151          (825)
      Accounts payable and accrued expenses(1,843)        3,324
      Deferred revenue                     11,793         6,293
      Income taxes payable                   (260)       (5,327)
      Other long-term liabilities             409           435
      Net cash provided by operating
        activities                         72,204        63,144

Cash flows from investing activities:
 Sales (purchases) of marketable
     securities, net                       (6,188)        1,725
 Additions to property and equipment, net  (7,333)       (9,246)
 Additions to marketable software costs   (18,553)      (12,815)
 Acquisition of Enterprise Software
 Products, Inc., net of
     cash acquired                        (15,228)           --
 Acquisition of TD Technologies,
     Inc., net of cash acquired              (320)           --
 Sale of test business                         --         1,809
  Net cash used in investing
   activities                             (47,622)      (18,527)

Cash flows from financing activities:
 Stock issued under employee benefit
  plans                                     4,236         6,410
 Purchase of common stock                  (4,762)           --
 Repayment of long term debt                   --          (894)
 Net cash provided by (used in)
  financing activities                       (526)        5,516

Effect of exchange rate changes on cash    (1,341)        1,436
Increase in cash and cash equivalents      22,715        51,569

Cash and cash equivalents:
   Beginning of period                    100,581        81,056

   End of period                         $123,296      $132,625
</TABLE>

See accompanying notes to consolidated financial statements.





   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.   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, 1998.


(2)  Earnings Per Share

Basic  earnings per common share and dilutive earnings per  share
are  computed  using the weighted average number  of  common  and
dilutive common equivalent shares outstanding during the  period,
respectively.   Dilutive common equivalent shares are  calculated
using  the  treasury stock method and consist of  dilutive  stock
option grants.

The  reconciliations of amounts used for the  basic  and  diluted
earnings per share calculations are as follows:

<TABLE>
                            Three Months          Nine Months
                         Ended September 30,   Ended September 30,
                          1999        1998      1999       1998
<S>                      <C>         <C>       <C>       <C>
Net income (numerator)   $ 2,537     $10,338   $23,342   $25,779
                         =======     =======   ======    =======
Weighted average
outstanding:

   Common shares (basic
    denominator)          35,875      36,270    35,736    36,095
   Dilutive employee stock
    options                1,594         956     1,842     2,309
                          ------      ------    ------    -------
Common stock and dilutive
 common stock equivalents
(diluted denominator)     37,469      37,226    37,578    38,404

Earnings per share:
   Basic                 $   .07     $   .29   $   .65   $   .71
   Diluted               $   .07     $   .28   $   .62   $   .67

</TABLE>

Options  to purchase 1,976 and 1,916 shares of common  stock  for
the  three  and nine month periods ended September 30,  1999  and
1,625 and 561 shares of common stock for the three and nine month
periods  ended September 30, 1998 respectively, were not included
in  the  computation of dilutive earnings per share  because  the
options' exercise price was greater than the average market price
of common shares.


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

Structural Dynamics Research Corporation is a leading supplier of
enterprise product development solutions.  Its mechanical  design
automation  ("MDA")  software, product  data  management  ("PDM")
software  and  related  services are  employed  by  manufacturers
worldwide to streamline their entire product development process,
reduce  cost and manage product information.  The Company markets
MDA  software  primarily under the brand  name  I-DEAS(TM)  and  PDM
software under the brand name Metaphase(TM).

Certain   statements  in  this  Form  10-Q  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."

Revenue

The  Company's consolidated net revenue increased 7% to  $108,907
for  the  quarter  ended  September  30,  1999  compared  to  the
corresponding quarter of 1998.  Revenue growth was led  by  sales
of   software  maintenance,  services  and  Metaphase   licenses.
Metaphase  license revenue grew 20% to $13,370  compared  to  the
same  quarter in 1998.  Metaphase license growth was led by large
orders  to automotive, aerospace and defense industries.   I-DEAS
and  Metaphase services and maintenance revenue growth was strong
in  all  major geographic regions, growing 18% during the quarter
ended  September  30, 1999 compared to the same period  in  1998.
These revenues continued to grow due to an expanded customer base
and  overall  increases  in  I-DEAS and Metaphase  implementation
projects  resulting  from  license sales.   Total  revenues  from
Metaphase  products  grew 24% over the  prior  year  quarter  and
accounted  for 28% of consolidated net revenues for  the  quarter
ended  September  30, 1999 compared to 24% for the  corresponding
1998 quarter.  I-DEAS license revenue was $29,046 for the quarter
ended September 30, 1999 declining $3,679, or 11% compared to the
previous year's quarter.  Increased I-DEAS license sales in North
America  and  Europe  only  partially offset  declines  in  Asia-
Pacific.   Consolidated  net  revenue  for  the  quarters   ended
September  30, 1999 and 1998 was comprised of 46%  and  45%  from
North America, 36% and 32% from Europe and 18% and 23% from Asia-
Pacific, respectively.

For  the  nine months ended September 30, 1999, consolidated  net
revenue was $328,089 and grew 14% compared to the same period  in
1998.   License  revenue  grew 10% over  the  corresponding  1998
period.  Strong I-DEAS and Metaphase license sales in Europe  and
North  America  offset  I-DEAS license  sale  declines  in  Asia-
Pacific.   I-DEAS  license revenues grew  4%  to  $102,862  while
Metaphase  license  revenues grew 34% to  $32,345  for  the  nine
months  ended September 30, 1999.  Total maintenance and  service
revenue grew 17% compared to the corresponding 1998 period.   For
the nine month periods ended September 30, 1999 and 1998, revenue
in  North America accounted for 45% and 45%, Europe 37% and  33%,
and  Asia-Pacific 18% and 22%, respectively, of consolidated  net
revenues.   The Asia-Pacific revenue comparison was  impacted  by
large  I-DEAS  license  orders in  1998  from  a  major  Japanese
distributor  and automotive customers.  The Company  expects  the
international  market to continue to account  for  a  significant
portion of total future revenue.

Expenses

Cost  of  revenue consists principally of the staff  and  related
costs associated with fee based services and support for software
maintenance  contracts; amortization of goodwill, other  acquired
intangibles and capitalized software construction costs;  royalty
fees  paid  to third parties under licensing agreements  and  the
cost   of   distributing  software  products.   Cost  of  revenue
increased 27% and 22% for the three and nine month periods  ended
September  30,  1999, respectively compared to the  corresponding
1998 periods.  Cost of revenue represented 47% and 42% of revenue
for  the  three and nine month periods ended September 30,  1999,
compared to 40% for the corresponding periods in 1998.

The  cost  of  licenses,  as  a  percentage  of  license  revenue
increased  to  30% and 22% for the three and nine  month  periods
ended  September  30,  1999, compared to  18%  and  19%  for  the
corresponding  periods of 1998.  For the quarter ended  September
30,  1999, the cost of licenses included a non-recurring  royalty
charge  of  $4,200 paid to a third party supplier  in  connection
with  a major Metaphase sale.  Aside from this anomaly, the  cost
of  license revenue increased faster than license revenue in 1999
due  to  other increases in royalties paid to third  parties  for
additional Metaphase functionality and increased amortization for
acquired  intangibles.  The cost of services and maintenance  for
the  three  and nine month periods ended September 30, 1999  were
58%  and 56% of the related revenue, compared to 57% and 55%  for
the corresponding 1998 periods.  The increases were due to higher
cost of services labor and contractors.

Selling  and  marketing expenses consist of the costs  associated
with  the  worldwide sales and marketing staff,  advertising  and
product  localization.  The expenses increased 5% and 8% for  the
three   and   nine  month  periods  ended  September  30,   1999,
respectively,  compared to the corresponding 1998  periods.   The
increase  is  primarily due to an increase in related  headcount.
Selling and marketing expenses represented 28% of revenue for the
three   and   nine  month  periods  ended  September  30,   1999,
respectively, compared to 29% for the corresponding 1998 periods.

Research  and development expenses consist primarily of salaries,
benefits, computer equipment and facilities cost 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 5%
for the quarter ended September 30, 1999, compared to the quarter
ended  September  30, 1998.  Expenses for the nine  months  ended
September 30, 1999 did not change compared to the same period  of
1998.   The  1999 expense levels reflect higher capitalized  cost
during  1999  compared  to  1998.   For  the  nine  months  ended
September  30, 1999, the Company capitalized $18,303 of  software
development  cost, while in the corresponding 1998 period  $9,565
of  costs  were capitalized.  Higher capitalization  occurred  in
1999  due  to the timing of coding work related to I-DEAS  Master
Series(TM) 7 and Master Series 8.  Total software development  cost,
including  research  expenses and capitalized amounts,  increased
17%  and 15% for the three and nine month periods ended September
30,  1999  compared  to  the  corresponding  1998  periods.   The
increase is primarily due to an increase in the number of product
development personnel and more contracted developers.  The amount
of   capitalized  software  development  cost  and   accordingly,
research   and  development  expense,  may  vary  among   periods
depending  on the stage of development being performed on  future
product releases.

General  and administrative expenses consist of costs  associated
with  the executive, finance, legal, human resource and corporate
administrative  staffs.   These expenses  decreased  2%  for  the
quarter  ended  September 30, 1999, compared to the corresponding
1998  quarter  due  primarily to lower third  party  legal  fees.
General and administrative expenses represented 4% of revenue for
the  three  and  nine  month periods ended  September  30,  1999,
compared to 4% and 5% for the three and nine month periods  ended
September 30, 1998, respectively.

Other Income

For  the  three and nine month periods ended September 30,  1999,
other  income was $1,464 and $4,899, respectively, and  primarily
reflects  interest  income from cash equivalents  and  marketable
securities.  For the three and nine month periods ended September
30, 1998, other income was $4,144 and $10,829, respectively.   In
addition  to  investment interest income, other  income  for  the
quarter ended September 30, 1998 included a $2,745 gain from  the
sale  of the Company's test business.  For the nine months  ended
September  30,  1998, other income also included $2,590  received
from  insurance settlements and $670 of interest income  received
on a federal income tax refund.

Taxes

In  recent  years, a substantial portion of the net deferred  tax
assets  was  offset  by a valuation allowance  because  of  doubt
regarding  the ultimate realization of the assets.   This  caused
the  effective  tax  rate to differ from the  expected  statutory
rate.   The  factors, which necessitated the establishment  of  a
complete  valuation  allowance are not expected  to  be  entirely
present  in the future.  As a result, the Company began a process
in  1998  to reduce the valuation allowance over approximately  a
three  year  time  frame based on current  facts  and  forecasted
circumstances.

The  effective tax rate for the nine month period ended September
30,  1999  was  38%  compared to 32% for the  corresponding  1998
period.  The increase is primarily due to 1) a non-recurring, one-
time  tax benefit relating to a refund received in 1998 from  the
Internal  Revenue  Service in settlement of its  audit  of  years
prior  to  1994, and 2) non-deductible charge for  purchased  in-
process  research and development resulting from the  acquisition
of TD Technologies, Inc. in 1999.

Comprehensive Income

The  differences between net income and comprehensive income were
primarily due to unrealized gains and losses from the translation
of  foreign  subsidiaries'  balance  sheets  into  U.S.  dollars.
During  the  quarter ended September 30, 1999,  the  U.S.  dollar
weakened  against  the  foreign currencies of  the  subsidiaries,
resulting  in  translation  gains.  For  the  nine  months  ended
September  30,  1999,  net  foreign currency  translation  losses
occurred  because  the  U.S.  dollar  strengthened  against   the
European currencies of subsidiaries during the period.

Acquisitions

In September 1999, the Company acquired all the outstanding stock
of  privately-held TD Technologies, Inc. ("TD") of Dallas,  Texas
for approximately $10,275. The transaction was accounted for as a
purchase.  The purchase price included shares of common stock and
stock  options  issued to assume outstanding  TD  employee  stock
options.  TD develops and markets SLATE(TM), System Level Automation
Tool for Engineers.  SLATE(TM) helps users define and track evolving
product  requirements  from inception through  the  product  life
cycle.   The  Company plans to integrate TD's  technologies  into
Metaphase  software while improving its stand-alone capabilities.
The  acquisition  included the purchase of incomplete  technology
which  included  projects for web interfaces, CAD interfaces  and
tighter integration with office software products.  In aggregate,
these  projects were 50% complete at the acquisition date.  These
projects  had not reached technological feasibility and  did  not
have   an  alternative  future  use.   Accordingly,  the  Company
recorded  a  one-time  charge to write  off  $950  of  in-process
research and development.  The value of the incomplete technology
was  based on the income approach using projected net cash  flows
beginning  in  2000  and a discount rate  of  22.5%.   Also,  the
Company capitalized approximately $8,800 for goodwill, $4,950 for
software  and  $1,150 for other intangible assets which  will  be
amortized  over  the  next  five to seven  years.   The  historic
operating  results  of  TD  are not  material  to  the  Company's
consolidated results of operations.

In  August 1999, the Company purchased all the outstanding  stock
of  privately-held Enterprise Software Products, Inc. ("ESP")  of
Philadelphia, Pennsylvania for $15,500 in cash.  ESP develops and
markets  FEMAP(TM), a simulation and analysis software  for  desktop
computers.   The  Company plans to integrate  ESP's  technologies
into    I-DEAS   software   while   improving   its   stand-alone
capabilities.   At the time of the acquisition, ESP  had  several
research  and  development projects relating  to  post-processing
capabilities  and  a CAD interface which were  only  70%  to  80%
complete.  As a result, the Company recorded a one-time charge of
$1,400  to  write  off these in-process research and  development
projects, which had not reached technological feasibility and did
not  have an alternative future use.  The value of the incomplete
technology  was based on the income approach using projected  net
cash  flows beginning in 2000 and a discount rate of 22.5%.   The
Company  recorded  goodwill of approximately  $665,  software  of
$9,500 and other intangible assets totalling $3,750 which will be
amortized  over  the  next  five to seven  years.   The  historic
operating  results  of  ESP  are not material  to  the  Company's
consolidated results of operations.

Liquidity and Capital Resources

During  the  nine  months ended September 30, 1999,  the  Company
generated $72,204 of cash from operating activities.  The Company
used  approximately $15,548 to purchase the outstanding stock  of
ESP  and pay acquisition cost related to ESP and TD.  The Company
purchased  two  hundred ninety-five thousand shares  of  its  own
stock  for $4,762 under a stock repurchase program.  At September
30,  1999,  the Company had cash and investments of  $150,969  as
compared  to  $122,305 at December 31, 1998.  The  Company's  net
working capital was $108,865 at September 30, 1999.

The  Company  does  not  have  any  long  term  debt  or  current
commitments  for material capital expenditures.  The Company  may
use  portions of its cash and investments to purchase  additional
shares of its own stock or to acquire technology complementary to
its  product  offerings.  The 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

Market Growth

The  Company  derives most of its revenues from selling  software
products and services to the high-end users of the product design
markets.   Market  growth,  and the Company's  ability  to  match
resource  levels  with market growth rates, will directly  impact
its  future operating results.  The Company invests resources  in
product  development,  selling, marketing  and  customer  service
opportunities  with  the  expectation  of  revenue   growth   and
incremental earnings. The Company's operating expense levels  are
planned,  in  part,  on forecasted revenue  growth,  and  expense
levels  are  generally committed in advance.  Since expenses  are
relatively fixed in the near term, future operating results  will
be  impacted by the Company's ability to convert invested outlays
into expected revenue growth at profitable margins.

If  market  growth rates for MDA or PDM are less than forecasted,
the  Company's license revenue growth, as well as maintenance and
services  revenue  growth, are likely to be less  than  expected.
High-end  market growth could slow due to preferences  among  new
users  for lower priced, mid-range products or a strong  capacity
within  the  installed  base of seats already  sold.   Also,  the
entire  product  development  software  industry  may  experience
pricing  pressure  which  could adversely  affect  the  Company's
revenue amounts.

Product Distribution

The  Company  is  in  the  process of reorganizing  much  of  its
worldwide  sales  organization  by  integrating  its  I-DEAS  and
Metaphase  sales  forces.   The  reorganization  is  intended  to
increase  focus  on selling enterprise-wide, product  development
solutions,   which   include  software  licenses,   support   and
consulting  services, to larger customer accounts.   Besides  its
own  sales  force, the Company continues to rely on distributors,
representatives and value-added resellers to sell  a  significant
portion  of  its software licenses.  Disruptions in the  internal
sales organization or with a distributor, representative or value-
added  reseller  could  have a significant  impact  on  operating
results in a quarter.  Because a significant portion of quarterly
revenues  are  usually generated from relatively  large  customer
license  orders,  failure  to close a few  large  orders  in  any
particular  quarter  may  negatively  impact  operating  results.
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
fourth quarter. The concentration of orders makes projections  of
quarterly financial results difficult.  The Company usually ships
software  licenses  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; however, the value of such orders is
not indicative of revenue results for any future period.

Product Development

The  product development software industry is highly competitive.
Software   products  compete  based  on  software  functionality,
integration,  scalability,  customer  support,  delivery  timing,
price  and  other factors.  Some competitors have  focused  their
efforts  to  develop  software native to  the  Microsoft  Windows
platform.   While the Company's software products  are  available
for  a  variety of vendor platforms, including Windows,  most  of
them   currently  do  not  provide  user  interfaces  or  linking
functionality   native   to   Windows   applications.    Customer
preferences  for  the  Company's  products,  including   platform
choices,  cannot be assured.  The Company's success is  dependent
on  its  ability to continue to develop, enhance and  market  new
products  to  meet  its  customers'  sophisticated  needs  within
competitive  pricing  structures and in  a  timely  manner.   The
Company  has  committed  to  providing certain  enhancements  and
integrations to customers within aggressive time frames.  Failure
to meet these time frames could result in delayed or lost revenue
opportunities.   The Company relies on highly  skilled  technical
and  other  key employees who are competitively recruited  within
the  software industry.  Additionally, the Company relies,  to  a
lesser  degree,  on  third parties for development.   Failure  to
attract  and  retain key personnel and maintain  important  third
party  relationships  could  have an  adverse  impact  on  future
operating results.

Technology Acquisitions

In  the  past  twelve months, the Company has purchased  software
technology  and  software licensing rights  from  third  parties.
Additionally,  the  Company  acquired Imageware  Corporation,  TD
Technologies,  Inc. and Enterprise Software Products,  Inc.  with
the  objective  of  extending its I-DEAS  and  Metaphase  product
offerings.   Such investments have resulted in increased  royalty
expense and amortization of software, goodwill and other acquired
intangible  assets.   As a result, these technology  acquisitions
have  had a dilutive effect on the Company's 1999 earnings.   The
effect  on  future years' earnings will depend, in part,  on  the
Company's ability to integrate the purchased technology,  advance
it  for  the  Company's customers and market the new technologies
profitably.


Year 2000

The Year 2000 causes uncertainties about whether computer systems
and other equipment with date sensitive hardware or software will
appropriately  recognize  and process  dates  beyond  1999.   The
failure of software programs, computer hardware and equipment  in
this  regard could result in business interruptions and adversely
affect  the Company's operating results.  The Company  has  taken
measures  to address its exposure to these potential date-related
failures. The Company's major exposures to date-related  failures
include  product  liability  for  the  software  tools  which  it
markets.   The  Company's  primary  software  offerings,  (I-DEAS
Master Series(TM) and Metaphase Enterprise(TM)), store dates in a
full, four-digit  format.  The Company has conducted extensive
testing of  these  software offerings, including integrated  third
party functionality, for Year 2000 compliance ("compliance").  Based
on testing to date, I-DEAS Master Series 5, Metaphase Enterprise 2.3
and  their respective subsequent releases, properly recognize and
process dates beyond 1999 when the underlying operating system of
the  host machine provides full date information to the software.
The  Company has tested, and will continue to test, its code  for
new  products  and  enhancements to ensure compliance  in  future
software releases.  Potential causes of failure will continue  to
be  rectified in a timely manner.  Compliance of product versions
prior  to I-DEAS Master Series 5 and Metaphase Enterprise 2.3  is
not  completely  known;  however, if there  are  issues  of  non-
compliance,  current customers of such products  can  upgrade  to
achieve  Year 2000 compliance.  While the software products  were
developed  to  be compliant, customizations and modifications  to
the products are the responsibilities of the customer and may not
necessarily be compliant.  To date, the Company is not  aware  of
any  customer  customizations or modifications  which  result  in
significant   date-related  failures   of   otherwise   compliant
software.

The  Company  relies  on  third parties  for  telecommunications,
electricity,  banking,  shipping  and  other  essential  business
operations.   Additionally,  its information  systems  depend  on
computer hardware, software, and other equipment also supplied by
third  parties.   To  reduce  the  risk  caused  by  third  party
reliance,  and  mitigate the consequences of the Year  2000,  the
Company  has  adopted a Year 2000 conversion approach  with  five
basic phases: Awareness, Assessment, Renovation, Validation,  and
Implementation.   The  approach is being applied  throughout  the
Company  and is in differing phases among areas of exposure.   So
far,  no  significant  deficiencies have  been  identified.   The
Company's enterprise management information system, SAP  R/3,  is
Year  2000  compliant based on representations from its supplier,
SAP  AG.  Approximately 100% of the enterprise-wide networks  and
critical  computer  systems  have been  assessed  and  have  been
validated  as compliant or renovated to compliance.  All  of  the
Company's  North American facilities have been assessed  and  are
expected  to  be compliant as to power, communication  and  other
necessary  utilities.  Of the European and Asian facilities  that
have  been  assessed,  all  have  been  validated  as  compliant.
Approximately 10% of the Company's employees are in European  and
Asian  facilities that have not been assessed as compliant.   The
Company  continues to assess all sites in Europe and Asia-Pacific
to identify areas that may need renovation.

The   total  cost  of  any  modifications  necessary  to  achieve
compliance  has  not been and is not expected to be  material  to
operating  results.   The Company's policy,  in  accordance  with
generally  accepted  accounting  procedures,  is  to  expense  as
incurred  the  cost of maintenance and modification  to  existing
systems,  and  to  capitalize the cost of  any  new  software  or
hardware  and amortize that cost over the estimated useful  lives
of  the assets. The Company has taken measures to reduce the risk
of  date-related  failures;  however,  it  cannot  eliminate  the
potential  for  business interruption or product failure  due  to
third  party non-compliance.  While the Company does  not  expect
significant interruptions, the Company is formulating contingency
plans  for the potential disruption of critical functions.   Year
2000 interruptions in the Company's customer base could reduce or
delay sales.

Stock Market Volatility

The trading price of the Company's stock, like other software and
technology  stocks,  is  subject to significant  volatility.   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's stock.  In addition,
the  Company's  stock  price may be affected  by  broader  market
factors that may be unrelated to the Company's performance.

Item 3.  Quantitative and Qualitative Disclosures about Market
Rights.

There  have  not  been any significant changes to  the  Company's
financial market risk exposure since filing of the Company's 1998
Annual Report on Form 10-K.


                   PART II.  OTHER INFORMATION

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

a)   Exhibits

    27   Financial data schedule for the period ended September 30,
       1999, filed herewith.

b)   No report on Form 8-K was filed during the third quarter of
    1999.



                            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 11, 1999       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.