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, 1996
                                   
                                  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, 1996 there were 33,186,800 shares of
the Registrant's Common Stock without par value issued and outstanding.
                                   
                                   
                   



                                 

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

 (A) Exhibits filed as part of this report:

     11.1   Calculation of Primary Earnings Per Common Share
     11.2   Calculation of Fully Diluted Earnings Per Common
       Share
     27     Financial Data Schedule
    (B)   A  Form  8-K  was filed on July 3, 1996  pertaining  to  the
    acquisition  of CAMAX Manufacturing Technologies, Inc.   Financial
    statements  of  the  business  acquired  and  proforma   financial
    information  was  incorporated by reference  from  the  Structural
    Dynamics Research Corporation's Registration Statement on Form  S-
   4, Registration No. 333-907, effective on May 28, 1996.

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, 1996                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.