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 June 30, 1998
                                
                               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  July 31, 1998, there were 36,251,779 shares of 
the Registrant's Common Stock without par value issued and
outstanding.    


               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          Six Months
                               Ended June 30,       Ended June 30,
                               1998     1997        1998     1997
<S>                          <C>       <C>        <C>        <C>
Revenue:
 Software licenses           $38,028   $42,237    $ 79,429   $ 83,395
 Software maintenance and
   services                   57,114    46,441     106,825     86,147
        Total revenue         95,142    88,678     186,254    169,542

Cost of revenue:
 Cost of licenses              7,784     6,656      15,284     12,171
 Cost of maintenance and
  services                    31,159    23,515      58,146     45,960
     Total cost of        
       revenue                38,943    30,171      73,430     58,131
Gross profit                  56,199    58,507     112,824    111,411

Operating expenses:
 Selling and marketing        30,033    25,555      55,503     49,711
 Research and development     17,162    14,626      33,216     27,026
    General and              
     administrative            4,610     4,877       8,684      9,064
    Purchased in-process
      research and
      development                                              20,850
        Total operating 
         expenses             51,805    45,058      97,403    106,651
Operating income               4,394    13,449      15,421      4,760

Other income, net              3,041     1,116       6,687      1,660
Income before income taxes     7,435    14,565      22,108      6,420
Income tax expense             2,322     2,932       6,667      5,954
        Net income           $ 5,113   $11,633    $ 15,441   $    466

Net income per share:
        Basic                $   .14   $   .33    $    .43   $    .01
        Diluted                  .14       .32         .41        .01

Pro forma net income (loss)
   Income before income                 
    taxes as reported                   14,565                  6,420
   Pro forma income tax
    expense                              3,529                  6,970
     Pro forma net income (loss)       $11,036               $   (550)

   Pro forma net income
    (loss) per share:
        Basic                          $   .31               $   (.02)
        Diluted                            .30                   (.02)

Comprehensive income (loss)  $ 5,041   $11,519    $ 15,210   $ (1,258)

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


<TABLE>

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

<CAPTION>
                                    June 30,      December 31,
                                     1998          1997
Assets                            (unaudited)
<S>                                 <C>          <C>

Current assets:
 Cash and cash equivalents          $110,727     $ 81,056
 Marketable securities                12,132       13,030
 Trade accounts receivable, net       88,016       88,954
 Other accounts receivable            13,019       17,815
 Prepaid expenses                     15,123        9,082
        Total current assets         239,017      209,937

Marketable securities                 16,906       14,925

Property and equipment, at cost:                      
 Computer and other equipment         62,756       57,364
 Office furniture and equipment       18,265       16,983
 Leasehold improvements                7,311        6,685
                                      88,332       81,032

 Less accumulated depreciation and      
  amortization                        62,441       56,405
      Net property and equipment      25,891       24,627

Computer software construction
  costs, net                          28,447       31,610
Other assets                          13,150       12,097

               Total assets         $323,411     $293,196
                                                     
</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>

                                       June 30,      December 31,
                                         1998          1997
Liabilities and Shareholders' Equity  (unaudited)     

<S>                                    <C>          <C>
Current liabilities:
 Accounts payable                      $ 13,021     $ 12,230
 Accrued expenses                        36,465       39,590
 Accrued income taxes                     5,580        9,182
 Deferred revenues                       58,254       46,606
        Total current liabilities       113,320      107,608

Other long-term liabilities               7,018        7,751
Shareholders' equity:
 Common stock, stated value 
  $.0069 per share
  Authorized 100,000 shares;
  outstanding shares - 
  36,216 and 35,654 net of 1,481 and
  1,500 shares in treasury                  252          248
 Capital in excess of stated value      124,087      114,132
 Retained earnings                       82,576       67,135
 Foreign currency translation          
   adjustment                            (3,831)      (3,667)
 Unrealized holding loss on             
  investments                               (11)         (11)
     Total shareholders' equity         203,073      177,837

     Total liabilities and            
      shareholders' equity             $323,411     $293,196
                              
</TABLE>
See accompanying notes to consolidated financial statements.


<TABLE>

  STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
       Condensed Consolidated Statement of Cash Flows
                         (Unaudited)

                       (in thousands)

<CAPTION>

                                                    Six Months Ended June 30,
                                                       1998           1997
<S>                                                  <C>             <C>
Net cash provided by operating activities            $ 38,632        $ 44,366
Cash flows from investing activities:
 Sales, (purchases) of marketable securities, net      (1,083)          2,883
 Additions to property and equipment, net              (6,917)         (7,154)
 Additions to computer software construction costs     (5,794)         (4,508)
 Acquisition of Metaphase Technology, Inc.                 --         (28,050)
 Net cash used in investing activities                (13,794)        (36,829)
                                                         
Cash flows from financing activities:                    
 Stock issued under employee benefit plans              5,891           5,519
 Repayment of long term debt                             (894)            (91)
 Distributions of S corporation                            --             (35)
 Net cash provided by financing activities              4,997           5,393

Effect of exchange rate changes on cash                  (164)         (1,703)
Increase in cash and cash equivalents                  29,671          11,227

Cash and cash equivalents:
   Beginning of period                                 81,056          72,026

   End of period                                     $110,727        $ 83,253

</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.   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, 1997.

(2)  Pro Forma Net Income and Pro Forma Net Income Per Share

In   1997,  the  Company  acquired  Computer  Aided  Systems  for
Engineering  ("CASE") which was an S corporation for  income  tax
reporting  purposes  prior  to the acquisition.   Pro  forma  net
income and pro forma net income per share reflect the tax expense
that would have been reported if CASE  had been a C corporation.

(3)  Comprehensive Income

In  June  1997, the Financial Accounting Standards Board ("FASB")
issued  Statement  of  Financial  Accounting  Standards  No.  130
("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  the  Company's
reporting periods beginning in 1998 with comparative amounts  for
prior  years.  Comprehensive income, net of tax, is  reported  on
the consolidated statement of operations.

(4)  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  stock  option
grants.

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

                           Three Months        Six Months
                           Ended June 30,      Ended June 30,
                           1998      1997      1998      1997

                                                             
Net income (numerator)     $ 5,113  $11,633   $15,441  $   466
Weighted average
outstanding:
   Common shares (basic
    denominator)            36,171   35,114    36,006   34,988
   Dilutive employee stock
    options                  1,446    1,403     1,493    1,200
Common stock and dilutive
 common stock equivalents
 (diluted denominator)      37,617   36,517    37,499   36,188
Earnings per share:
   Basic                   $   .14  $   .33   $   .43  $   .01
   Diluted                 $   .14  $   .32   $   .41  $   .01

(4)  Earnings Per Share - Continued

Options  to purchase 1,613 shares of common stock for  the  three
and six month periods ended at June 30, 1998 and 1,466 shares  of
common  stock for the three and six month periods ended June  30,
1997  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  for
the periods.

(5)  Taxes

The provision for income taxes primarily reflects taxes currently
payable.  Based on the Company's historical tax position, as well
as  the  Company's current and anticipated mix  of  domestic  and
foreign  pre-tax  accounting income, tax credits  and  deductions
from  non-qualified  stock option exercises over  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.  Additionally, in the first quarter of 1998,  the
Company  and  the Internal Revenue Service settled  the  existing
audit  of the Company for the years 1987 through 1994, and agreed
that  the  Company was due a refund of $1,751 in tax relating  to
the  (previously  disclosed) restatement of its  1994  and  prior
financial statements.  This refund was received and recorded as a
benefit to tax expense during the period ending March 31, 1998.

(6)  New Accounting Pronouncements

Revenue Recognition

In  August  1997,  the  American Institute  of  Certified  Public
Accountants ("AICPA") issued Statement of Position ("SOP")  97-2,
"Software   Revenue   Recognition,"  which   is   effective   for
transactions  occurring in the Company's  fiscal  year  beginning
January  1,  1998.   In March 1998, the AICPA  issued  SOP  98-4,
"Deferral of the effective date of a provision of SOP 97-2".  SOP
98-4 allows companies to defer adoption of certain provisions  of
SOP  97-2  related  to vendor-specific objective  evidence.   The
adoption of SOP 97-2 in the quarter ended March 31, 1998 did  not
have a significant impact on the Company's financial condition or
results of operations.

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 applies  to
the  Company's  annual reporting for 1998 and  quarterly  reports
thereafter.   The  Company  is evaluating  the  effects  of  this
standard on its reporting of financial information.

Derivatives and Hedging Activities

In June 1998, FASB issued SFAS No. 133 "Accounting for Derivative
Instruments  and  Hedging Activities."  SFAS No. 133  establishes
accounting  and  reporting standards for derivative  instruments,
including  forward foreign exchange contracts,  and  for  hedging
activities.  It requires that an entity recognize all derivatives
as  either  assets or liabilities in the statement  of  financial
position  and  measure  those instruments  at  fair  value.   The
accounting for gain and losses from changes in the fair value  of
a  particular derivative will depend on the intended use  of  the
derivative. SFAS No. 133 is effective for the Company's financial
reporting  beginning in 2000 and cannot be applied  retroactively
to  financial  statements of prior periods.  The  Company  enters
into  forward foreign exchange contracts to hedge certain foreign
currency denominated receivables.  The Company has not determined
the  impact  that SFAS No. 133 will have on the  results  of  its
operations or financial position.

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
CAD/CAM/CAE  software for Mechanical Design  Automation  ("MDA"),
Product  Data  Management ("PDM") software and related  services.
The  Company  provides  software tools and  related  services  to
manufacturers   worldwide   to  optimize   the   entire   product
development   process,  reducing  cost  while  streamlining   the
development  process  and  managing  product  information.    The
Company  markets its MDA  software under the brand  name  I-DEAS"
and its PDM software under the brand name Metaphase".

Certain  statements  in this Form 10-Q are  forward  looking  and
involve risks and uncertainties, including the economic stability
of  the  Asia-Pacific region, 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% and 10%  for
the  three  and six months ended June 30, 1998, compared  to  the
corresponding periods of 1997.  Revenue growth was led by  strong
sales  of  licenses, software maintenance and services in  Europe
and  Asia-Pacific,  while  license revenues  from  North  America
declined  for both periods when compared to 1997. For  the  three
month  period  ended  June 30, 1998 and 1997,  revenue  in  North
America accounted for 46% and 54%, Europe 36% and 29%, and  Asia-
Pacific 18% and 17%, respectively, of consolidated revenues.  For
the  six  month period ended June 30, 1998 and 1997,  revenue  in
North  America accounted for 45% and 53%, Europe 34% and 28%  and
Asia-Pacific 21% and 19%, respectively. The Company  expects  the
international  market to continue to account  for  a  significant
portion of revenue in future periods.

Software  license revenue decreased 10% and 5% for the three  and
six  months  ended  June 30, 1998, compared to the  corresponding
periods  of 1997.  I-DEAS license sales declined 17% and  4%  for
the three and six months periods ended June 30, 1998, compared to
the  corresponding periods of 1997.  The decline was concentrated
in  North  America, while I-DEAS sales continued to grow  in  the
other  regions.   I-DEAS  revenue from Asia-Pacific  during  1998
included  a  significant license order from the  Company's  major
Japanese distributor.  Metaphase license sales increased 44%  for
the  three months period ended June 30, 1998 due to strong  sales
in  Europe.   For the six month period, Metaphase  license  sales
declined  10% compared to last year.  The comparison of Metaphase
license  revenue  to last year is impacted by a  large  order  of
$7,200  from  Ford  Motor Company, which occurred  in  the  first
quarter of 1997.

Software maintenance and service revenue increased 23% to $57,114
for the three months ended June 30, 1998, and 24% to $106,825 for
the six months ended June 30, 1998, compared to the corresponding
periods  of  last  year.  The growth was due to more  maintenance
contracts and implementation engagements being generated  from  a
larger, worldwide customer base.  Services revenue growth was the
strongest in Europe, due to large implementation projects for  I-
DEAS and Metaphase license customers.

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 increased 29% to $38,943 for the three
months  ended  June 30, 1998, compared to $30,171 for  the  three
months  ended  June 30, 1997.  Cost of revenue increased  26%  to
$73,430  for  the  six months ended June 30,  1998,  compared  to
$58,131  for the six months ended June 30, 1997.  Cost of revenue
represented 41% and 39% of revenue for the three and  six  months
ended  June 30, 1998, compared to 34% for the corresponding  1997
periods.

The  cost of licenses increased 17% and 26% for the three and six
months ended June 30, 1998, compared to the previous year periods
as  a result of more amortization and royalty fees.  The cost  of
licenses as a percentage of license revenue increased to 20%  and
19% for the three and six months ended June 30, 1998, compared to
16% and 15% of license revenue for the corresponding 1997 periods
due  to  certain fixed components of license cost and  the  lower
level  of license revenues.  The cost of services and maintenance
represented 55% and 54% of the associated revenue for  the  three
and  six months ended June 30, 1998, compared to 51% and 53%  for
the corresponding 1997 periods.  Cost of services and maintenance
increased,  particularly in Europe, due to the hiring,  training,
labor  and  third  party  consulting  expenses  associated   with
expanding  resources  to  meet the growing  demand  for  software
implementation, training services and post license sales support.

Selling  and  marketing expenses consist of the costs  associated
with  the  worldwide sales and marketing staff,  advertising  and
product  localization. Selling and marketing  expenses  increased
18% and 12% for the three and six months ended June 30, 1998 from
the  corresponding 1997 periods.  Selling and marketing  expenses
represented 32% and 30% of revenue for the three and  six  months
ended June 30, 1998 compared to 29% for the corresponding periods
in  1997.   The higher expense level was primarily  a  result  of
increased  headcount  in the direct sales force  and  incremental
expenditures   for  new  advertising  and  marketing   campaigns.
Selling  and  marketing expenses are expected to increase  during
the  remaining months of 1998 because of continued  spending  for
the  new  advertising and marketing campaigns  and  an  increased
level of sales staff.

Research  and development expenses consist primarily of salaries,
benefits, computer equipment costs and facilities associated with
the  product  development  staff, and excludes  costs  which  are
capitalized in accordance with Statement of Financial  Accounting
Standards  No.  86.  Research and development expenses  increased
17%  and  23% for the three and six month periods ended June  30,
1998,  compared  to  the  corresponding  periods  in  1997.   The
increase in research and development expense for 1998 as compared
to  1997  is primarily a result of increased headcount of product
developers.  The  expiration of certain customer funded  research
and development projects also resulted in higher expense for 1998
periods.   Research and development expense excluded  capitalized
internal  software costs of $2,745 and $5,669 for the  three  and
six months ended June 30, 1998, compared to $1,132 and $4,458 for
the  corresponding  periods in 1997.  The amount  of  capitalized
software development cost may vary among periods depending on the
stage  of development being performed on future product releases.
The Company expects to continue to devote a substantial level  of
resources to product development.

Expenses (continued)

General  and administrative expenses consist of costs  associated
with   the   corporate,  finance,  legal,  human   resource   and
administrative   staffs.  General  and  administrative   expenses
decreased 6% to $4,610 for the three months ended June 30,  1998,
compared  to  $4,877 for the three months ended  June  30,  1997.
These  expenses decreased 4% to $8,684 for the six  months  ended
June  30, 1998, compared to $9,064 for the six months ended  June
30, 1997.  General and administrative expenses were higher in the
previous  year's  periods due to recruiting and  relocation  cost
associated  with  changes  in  executive  management  and  higher
performance   compensation  accruals  in   1997.    General   and
administrative expenses represent 5% of revenue for the three and
six months ended June 30, 1997 and 1998.

During  the three months ended March 31, 1997, a one-time  charge
of  $20,850  was  recorded to write off in-process  research  and
development  acquired in the acquisition of Metaphase Technology,
Inc. ("MTI") that did not have an alternative future use and  had
not  reached technological feasibility.  The Company had acquired
the  remaining stock of MTI, and certain assets of  Control  Data
Systems, Inc.'s global PDM software sales and support business in
January  1997.   The  purchase  price  of  approximately  $33,000
included cash and a stock warrant.  The acquisition was accounted
for as a purchase.

Other income, net

For  the  three and six month periods ended June 30, 1998,  other
income   increased  $1,925  and  $5,027  as   compared   to   the
corresponding period in 1997.  Other income included  $1,200  and
$2,590  received from insurance settlements during the three  and
six   month   periods   ended   June  30,   1998,   respectively.
Additionally,  $670  of  interest income received  on  a  federal
income tax refund was recorded during the period ended March  31,
1998.  Other income also increased due to more interest earned on
increased balances in interest-bearing accounts since last  year,
and favorable movement of currency exchange rates compared to the
same periods last year.  Other income also included $205 and  $80
in 1998 and 1997, respectively, for equity in earnings of ESTECH,
a joint venture.

Taxes

The   provision  for  income  taxes  primarily  reflected   taxes
currently  payable.   A  substantial  portion  of  deferred   tax
benefits  relating  to  temporary differences  was  offset  by  a
valuation  allowance  because  of doubt  regarding  the  ultimate
realization of the benefits.  These factors caused the  effective
tax rate to differ from the expected statutory rate.

Comprehensive Income


The  differences  between  net income  and  comprehensive  income
(loss)   were  primarily  due  to  unrealized  losses  from   the
translation  of  foreign subsidiaries' balance sheets  into  U.S.
dollars.    Net  foreign  currency  translation  losses  occurred
because   the  U.S.  dollar  strengthened  against  the   foreign
currencies of the subsidiaries.

Liquidity and Capital Resources

The  Company generated $38,632 of cash from operating  activities
during the six months ended June 30, 1998.  At June 30, 1998, the
Company  had  cash  and investments of $139,765  as  compared  to
$109,011 at December 31, 1997.  The Company's working capital was
$125,697  at  June  30, 1998.  In addition, the  Company  has  an
unused  unsecured bank line of credit of $15,000.   During  1998,
the  Company paid $894 to completely extinguish a long-term note,
which  it  assumed in the acquisition of CASE.  The Company  does
not  have  any long-term debt or current commitments for material
capital  expenditures.   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

The  historical results of operations and financial  position  of
the  Company  are not necessarily indicative of future  financial
performance.    The   Company's   results   and   forward-looking
statements  are  subject  to  certain  risks  and  uncertainties,
including  but not limited to those discussed below,  that  could
cause future results to differ materially from those projected.

Product Distribution

Besides  its own sales force, the Company relies on distributors,
representatives and value-added resellers to market a significant
portion  of  its  products.  The loss of a major  customer  or  a
reduction   in   orders  from  a  major  customer,   distributor,
representative or value-added reseller, could have a  significant
impact  to  the results of operations in any particular  quarter.
Also, future results could be impacted by a slower growth rate in
the market than anticipated.  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.   If  customers delay their orders or a disruption  in
the   Company's   distribution  occurs,  quarterly   results   of
operations in any particular quarter may be negatively  impacted.
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.

Competition


The software industry is highly competitive.  The entire industry
may  experience pricing and margin pressure which could adversely
affect  the  Company's operating results and financial  position.
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.  As product development cycles become shorter,
product   quality,  performance,  reliability,   ease   of   use,
functionality,   breadth  and  integration   may   be   impacted.
Therefore,  customer  preference for the Company's  new  products
cannot be assured.  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 product development partners.


International Business

A   significant  portion  of  the  Company's  revenues  are  from
international  markets.   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
has  invested  sizable  resources in  the  Asia  Pacific  region,
particularly  in Japan and South Korea.  Economic instability  in
this  region  could lead to an adverse impact  on  the  Company's
operation results and financial position.

Expense Management

The  Company's operating expense levels are planned, in part,  on
its  future revenue opportunities.  The Company's expense  levels
are  generally  committed  in advance  and,  in  the  near  term,
relatively  small  portions of the Company's expenses  vary  with
revenue.   Accordingly, future operating results will be impacted
by  the  Company's  ability  to convert  operating  outlays  into
expected  revenue  growth  at  profitable  margins.   If   future
revenues   are   less   than  expected,   net   income   may   be
disproportionately affected since expenses are relatively  fixed.
In  the  recent  months,  the Company has  taken  initiatives  to
expand,  train  and reorganize its sales infrastructure.   Future
results  could  be affected by the ability of the expanded  sales
infrastructure to generate revenue growth.

Year 2000

The  year 2000 causes concern about whether computer systems will
appropriately recognize dates beyond the year 1999.  The  Company
is reviewing all of its significant internal-use computer systems
and,  at  this time, does not expect any significant expenditures
associated  with  the  year  2000  consequences.   The  Company's
management  information system software is Year  2000  Compliant.
The  Company's  primary software offerings  are  also  Year  2000
Compliant.

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.

                   PART II.  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders.

     At the April 29, 1998 Annual Meeting of Shareholders, the
     Company's shareholders voted to:

     --     Elect  three Class I directors to serve  until  the
     2000 Annual Meeting as follows:

           William  P.  Conlin -- 32,773,276 shares  in  favor;
     460,356 shares withheld or against.
           Bannus  B.  Hudson -- 32,766,058  shares  in  favor;
     467,574 shares withheld or against.
          Arthur B. Sims -- 32,785,286 shares in favor; 448,346
     shares withheld or against.

          There were no broker non-votes.

     --     Reject  the  adoption  of the  Structural  Dynamics
     Research Corporation 1998 Long-Term Stock Incentive Plan.
     Shares  totalling  15,718,653 voted  against,  13,637,971
     voted in favor, and 73,458 abstained with no broker  non-
     votes.

     --    Ratify the appointment of PricewaterhouseCoopers LLP
     as  the  independent auditors of the  Company  for  1998.
     Shares totalling 33,170,476 voted in favor, 20,166  voted
     against and 42,990 abstained with no broker non-votes.

Item 5.   Other Information.

           The Securities and Exchange Commission has recently
     amended  Rule  14a-4 to provide that with  respect  to  a
     shareholder  proposal  to  be  presented  at  an   annual
     shareholders' meeting other than pursuant to  Rule  14a-8
     (i.e.,  which  is not to be included in the  registrant's
     proxy   statement),  the  registrant's   management   may
     exercise  discretionary  voting authority  under  proxies
     solicited by it for the meeting if it receives notice  of
     the  proposed non-Rule 14a-8 shareholder action less than
     45  days  prior to the calendar date its proxy  materials
     were mailed for the prior year's annual meeting.

          As this new provision applies to the Company, in the
     event notice of a non-Rule 14a-8 shareholder proposal  to
     be  presented  at  the Company's 1999 Annual  Meeting  of
     Shareholders  is received by the Company  after  February
     15,  1999,  the  Company  will be permitted  to  exercise
     discretionary voting authority under proxies solicited by
     it with respect to the 1999 Annual Meeting.

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

 (a)  Exhibits

          27   Financial data schedule for the period ended June 30,
1998, filed herewith.

 (b) No report on Form 8-K was filed during the second quarter of
1998.



                                
                                
                            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:  August 13, 1998          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.