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 June 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 July 31, 1999 there were 35,891,823 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       Six Months
                         Ended June 30,    Ended June 30,
                       ----------------- -----------------
                       1999      1998      1999       1998
                       ----      ----      ----       ----
<S>                  <C>        <C>        <C>     <C>
Revenue:
Software licenses    $46,950    $38,028    $92,792 $79,429
Software
 maintenance and
 services             64,103     57,114    126,390 106,825
                     -------     ------    ------- -------
   Total revenue     111,053     95,142    219,182 186,254
                     -------     ------    ------- -------
Cost of revenue:
Cost of licenses       8,700      7,784     17,364  15,284
Cost of maintenance
 and services         36,273     31,159     69,819  58,146
                     -------     ------    ------- -------

   Total cost of
    revenue           44,973     38,943     87,183  73,430
                     -------     ------    ------- -------
Gross profit          66,080     56,199    131,999 112,824

Operating expenses:
Selling and
 marketing            29,848     30,033     60,698  55,503
Research and
 development          16,706     17,162     32,405  33,216
General and
 administrative        4,379      4,610      9,306   8,684
                     -------     ------    ------- -------
   Total operating
    expense           50,933     51,805    102,409  97,403
                     -------     ------    ------- -------
Operating income      15,147      4,394     29,590  15,421

Other income, net      1,974      3,041      3,435   6,687
                     -------     ------    ------- -------

Income before
 income taxes         17,121      7,435     33,025  22,108
Income tax
 expense               6,335      2,322     12,220   6,667
                     -------     ------    ------- -------
   Net income        $10,786     $5,113    $20,805 $15,441
                     -------     ------    ------- -------
                     -------     ------    ------- -------

Net income per
 share:
   Basic             $   .30     $  .14    $   .58 $   .43
   Diluted               .29        .14        .55     .41

Comprehensive
 income              $10,095     $5,041    $18,224 $15,210
                     -------     ------    ------- -------
                     -------     ------    ------- -------

</TABLE>

See accompanying notes to consolidated financial statements.



<PAGE>
<PAGE>

<TABLE>

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

<CAPTION>
                               June 30,      December 31,
                                 1999           1998
                               --------      ------------
Assets                        (unaudited)
<S>                            <C>             <C>
Current assets:
 Cash and cash equivalents     $143,056        $100,581
 Marketable securities           13,477          11,787
 Trade accounts receivable,
  net                            85,673          92,169
 Other accounts receivable       10,556           8,956
 Prepaid expenses and other
  current assets                 10,000          12,102
                                -------        --------
                                262,762         225,595

Marketable securities            14,299           9,937

Property and equipment,
 at cost:
 Computer and other
  equipment                      66,966          63,943
 Office furniture and
  equipment                      18,989          18,929
 Leasehold improvements           8,084           7,819
                                -------        --------
                                 94,039          90,691

 Less accumulated
  depreciation and
  amortization                   69,552          65,017
                                -------        --------

     Net property and
      equipment                  24,487          25,674

Marketable software costs, net   41,073          36,237
Goodwill and other
 intangibles                     30,901          32,886
Other assets                      9,555          10,425
                                -------        --------
Total assets                   $383,077        $340,754
                                -------        --------
                                -------        --------

</TABLE>

See accompanying notes to consolidated financial statements.



<PAGE>
<PAGE>
<TABLE>
         STRUCTURAL DYNAMICS RESEARCH CORPORATION AND
                         SUBSIDIARIES
                 Consolidated Balance Sheet
            (in thousands, except per share data)

<CAPTION>
                                  June 30,   December 31,
                                    1999         1998
                                  --------   ------------
Liabilities and Shareholders'    (unaudited)
 Equity
<S>                               <C>         <C>
Current liabilities:
 Accounts payable                 $16,262     $14,840
 Accrued expenses                  46,303      49,371
 Accrued income taxes               8,695       7,242
 Deferred revenue                  63,854      45,655
                                  -------     -------
   Total current liabilities      135,114     117,108

Other long-term liabilities         8,171       7,872

Shareholders' equity:
 Common stock, stated value
  $.0069 per share Authorized
  100,000 shares; outstanding
  shares- 35,826 and 36,039
  net of 2,345 and 1,514 shares
  in treasury                         249         246
 Capital in excess of stated
   value                          120,290     114,499
 Retained earnings                123,612     102,807
 Accumulated other
  comprehensive income (loss):
   Foreign currency
    translation adjustment         (4,241)     (1,843)
   Unrealized holding results
    of investments                   (118)         65
                                  -------     -------
     Accumulated other
       Comprehensive loss          (4,359)     (1,778)
                                  -------     -------
   Total shareholders' equity     239,792     215,774
                                  -------     -------
   Total liabilities and
    shareholders' equity         $383,077    $340,754
                                  -------     -------
                                  -------     -------
</TABLE>
<PAGE>

<TABLE>

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

                       (in thousands)
<CAPTION>

                                 Six Months Ended June 30,
                                --------------------------
                                     1999         1998
                                -------------  -----------
<S>                                 <C>           <C>
Cash flows from operating
  activities:
   Net Income                       20,805        15,441
   Adjustments to reconcile
    net income to net cash
    flows from operating
    activities:
    Amortization of computer
     software cost                   6,898         8,957
    Depreciation                     5,952         5,657
    Amortization of acquired
     intangibles                     2,500           403
    Other                               27          (209)
Changes in assets and
  liabilities from operating
  activities:
    Accounts receivable              4,896         5,735
    Prepaid expenses and
     other assets                    5,057        (4,659)
    Accounts payable and
     accrued expenses                 (194)         (710)
    Deferred revenue                18,199        11,648
    Income taxes payable             1,453        (3,603)
    Other long-term liabilities        310           (28)
                                    ------        ------
    Net cash provided by
     operating activities           65,903        38,632

Cash flows from investing
 activities:
    Sales (purchases) of
     marketable securities,
     net                            (6,235)       (1,083)
    Additions to property
     and equipment, net             (4,792)       (6,917)
    Additions to marketable
     software costs                (11,734)       (5,794)
                                    ------        ------
  Net cash used in investing
   activities                      (22,761)      (13,794)

Cash flows from financing
 activities:
    Stock issued under
     employee benefit plans          3,481         5,891
    Purchase of common stock        (1,750)          --
    Repayment of long term debt        --           (894)
                                    ------        ------
     Net cash provided by
      (used in) financing
      Activities                     1,731         4,997

Effect of exchange rate changes
 on cash                            (2,398)         (164)
                                    ------        ------
Increase in cash and cash
 equivalents                        42,475        29,671

Cash and cash equivalents:
Beginning of period                100,581        81,056
                                    ------        ------
   End of period                  $143,056      $110,727
                                   -------       -------
                                   -------       -------

See accompanying notes to consolidated financial statements.

</TABLE>


<PAGE>
<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, 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       Six Months
                         Ended June 30,    Ended June 30,
                       ----------------  ----------------
                       1999      1998     1999       1998
                       ----      ----     ----       ----
<S>                   <C>       <C>      <C>       <C>
Net income
 (numerator)          $10,786   $5,113   $20,805   $15,441
                       ------    -----    ------    ------
                       ------    -----    ------    ------

Weighted average
outstanding:
  Common shares
   (basic
   denominator)        35,760   36,171    35,665    36,006
  Dilutive employee
   stock options        1,889    1,446     1,957     1,493
                       ------   ------    ------    ------
Common stock and
 dilutive common
 stock equivalents
 (diluted
 denominator)          37,649   37,617    37,622    37,499
                       ------   ------    ------    ------
                       ------   ------    ------    ------

Earnings per share:
   Basic              $   .30   $  .14   $   .58    $  .43
   Diluted            $   .29   $  .14   $   .55    $  .41

</TABLE>

Options to purchase 1,008 and 1,856 shares of common stock for
the three and six month periods ended June 30, 1999 and 1,613
shares of common stock for the three and six month periods ended
June 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.

(3) Subsequent Event

In July 1999, the Company announced a definitive agreement to
acquire  all  the  outstanding stock of privately-held  TD
Technologies, Inc. ("TD") of Dallas, Texas for approximately $12
million. The purchase price includes 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.  The Company plans to integrate
TD's technologies into Metaphase software while improving its
stand-alone capabilities. The transaction, which will be accounted
for as a purchase, is expected to be completed during the
Company's third quarter,  subject to the approval of TD's
shareholders. Upon closure, the Company expects to record a
one-time charge against  earnings  to  write off in-process
research  and development, which has no alternative future use and
has not reached technological feasibility. Also, the Company will
record goodwill and other intangible assets which are likely to be
amortized over the next three to seven years. The amounts of the
charge and intangibles are not known at this time. The historic
operating results of TD are not material to the Company's
consolidated operations.

<PAGE>

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 17% to $111,053
for the quarter ended June 30, 1999 compared to $95,142 for the
quarter ended June 30, 1998. Revenue growth was led by sales of
software licenses. License revenue grew 23% compared to the same
quarter in 1998.  I-DEAS and Metaphase license sales were $38,266
and $8,684 for the quarter, growing 24% and 22%, respectively,
compared to the corresponding 1998  quarter. License growth was
propelled by large automotive industry sales, as well as the
continued leadership of the Metaphase product in the PDM market.
I-DEAS and Metaphase services and maintenance revenue growth was
strong in all major geographic regions, growing 12% during the
quarter ended June 30, 1999 compared to the same period in 1998.
Revenues continued to grow due to a larger customer base and
overall increases in I-DEAS and Metaphase implementation projects
resulting from license sales. Total revenues from Metaphase
products grew 16% during the quarter and accounted for 22% of
consolidated net revenues for the quarters ended June 30, 1999 and
1998.  Consolidated net revenue for the quarters ended June 30,
1999 and 1998 was comprised of 45% and 46% from North America, 38%
and 36% from Europe and 17% and 18% from Asia-Pacific,
respectively.

For the six months ended June 30, 1999, consolidated net revenue
was $219,182 and grew 18% compared to the same period in 1998.
License revenue grew 17% over the corresponding 1998 period.
Strong I-DEAS license sales in Europe and Metaphase license sales
in North America offset declines in Asia-Pacific. I-DEAS license
revenues grew 11% to $73,817 while Metaphase license revenues grew
46% to $18,975 for the six months ended June 30, 1999. Total
maintenance and service revenue grew 18% compared to the six month
period ended June 30, 1998. For the six month periods ended June
30, 1999 and 1998, revenue in North America accounted for 45% and
45%, Europe 37% and 34%, and Asia-Pacific 18% and 21%,
respectively, of consolidated net revenues. The 1999 Asia-Pacific
revenue decline resulted from a significant 1998 I-DEAS license
order from a major Japanese distributor.  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 15%
and 19% for the three and six month periods ended June 30, 1999,
respectively compared to the corresponding 1998 periods.  Cost of
revenue represented 40% of revenue for the three and six month
periods ended June 30, 1999, compared to 41% and 39% for the
corresponding periods in 1998.

The cost of licenses, as a percentage of license revenue was
stable at 19% for the three and six month periods ended June 30,
1999, compared to 20% and 19% for the same periods of 1998.  The
cost of services and maintenance for the three and six month
periods ended June 30, 1999 were 57% and 55% of the related
revenue, compared to 55% and 54% 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. Selling and marketing expenses represented
27% of revenue for the three month period ended March 31, 1999,
compared to 32%  for the corresponding 1998 quarter.  The expenses
decreased 1% to $29,848 for the three months ended June 30, 1999
compared to $30,033 for the corresponding 1998 quarter. The  1998
expense levels were higher due to  significant expenditures for
the I-DEAS branding program and higher bad debt expenses.  For the
six months ended June 30, 1999, selling and marketing expenses
increased 9% compared to the corresponding 1998 period.  The
increase is primarily due to an increase in related headcount.  As
a percentage of revenue, selling and marketing expenses declined
to 28% from 30% for the six month period  ended, June 30, 1999 and
1998 respectively.  The percentage decline was primarily a result
of the 18% increase in revenue growth.

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 decreased 3%
and 2% for the three and six month periods ended June 30, 1999,
compared to the three and six month periods ended June 30, 1998.
The  decrease reflects higher capitalized cost during 1999
compared to 1998. For the six months ended June 30, 1999, the
Company capitalized $11,734 of software development cost, while in
the corresponding 1998 period, only $5,669 of cost were
capitalized. Higher capitalization occurred in 1999 due to the
timing of coding work related to I-DEAS Master Series 7, which was
released in June 1999, and Master Series 8. Total software
development cost, including research expenses and capitalized
amounts, increased 15% and 14% for the three and six month periods
ended June 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. General and administrative expenses
represented 4% of revenue for the three and six month periods
ended June 30, 1999, compared to 5% for the three and six month
periods ended June 30, 1998. These expenses decreased 5% for the
quarter ended June 30, 1999, compared to the corresponding 1998
quarter due primarily to lower third party legal fees.

Other Income

For the three and six month periods ended June 30, 1999, other
income  was $1,974 and $3,435, respectively, and primarily
reflects interest income from cash equivalents and marketable
securities. For the three and six month periods ended June 30,
1998, other income was $3,041 and $6,687, respectively.  In
addition to investment interest income, other income in 1998
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 six month period ended June 30,
1999 was 37% compared to 30% for the corresponding 1998 period.
The increase is primarily due to 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.

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. Larger
net foreign currency translation losses occurred in 1999 compared
to 1998 because the U.S. dollar strengthened against the foreign
currencies of the subsidiaries.

Acquisition

In July 1999, the Company announced a definitive agreement to
acquire all the outstanding stock of privately-held TD
Technologies, Inc. ("TD") of Dallas, Texas for approximately $12
million. The purchase price includes 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.  The Company plans to integrate
TD's technologies into I-DEAS and Metaphase software while
improving its stand-alone capabilities. The transaction, which
will be accounted for as a purchase, is expected to be completed
during the Company's third quarter, subject to the approval of
TD's shareholders. Upon closure, the Company expects to record a
one-time charge against earnings to write off in-process research
and development, which has no alternative future use and has not
reached technological feasibility. Also, the Company will record
goodwill and other intangible assets which are likely to be
amortized over the next three to seven years. The amounts of the
charge and intangibles are not known at this time. The historic
operating results of TD are not material to the Company's
consolidated operations.

Liquidity and Capital Resources

During the six months ended June 30, 1999, the Company generated
$65,903 of cash from operating activities, including large
customer prepayments for maintenance services.  The Company
purchased one hundred thousand shares of its own stock for $1,750
under a stock repurchase program. At June 30, 1999, the Company
had cash and investments of $170,832 as compared to $122,305 at
December 31, 1998. The Company's net working capital was $127,648
at June 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 growths, as well as maintenance and
services revenue growth, are likely to be less than expected.
High-end MDA 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 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, they 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 recent months, the Company has purchased software technology
and software licensing rights from third parties and acquired
Imageware Corporation with the objective of extending its I-DEAS
and Metaphase product offerings. Such investments have resulted in
increased expenses to amortize the cost of goodwill and other
acquired intangible assets.  The Company's recent intention to
purchase TD is likely to add to amortization expenses in future
periods. As a result, these acquisitions will have 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 the technology for the
Company's customers and market the new technology profitably.

Product Distribution

Besides its own sales force, the Company relies on distributors,
representatives and value-added resellers to sell 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 on 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
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.

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
and Metaphase Enterprise), 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 15% of the Company's employees are in European and
Asian facilities that have not been assessed for compliance. The
Company continues to assess sites in Europe and Asia-Pacific to
identify areas that may need renovation.  The Company is
formulating contingency plans for the potential disruption of
critical functions.

The total cost of any modifications necessary to achieve
compliance 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.  While
the Company has taken measures to reduce the risk of date-related
failures,  it cannot eliminate the potential for business
interruption or product failure due to third party non-compliance.
Additionally, 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.


<PAGE>
<PAGE>
           PART II.  OTHER INFORMATION

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

     At the May 6, 1999 Annual Meeting of Shareholders, the
Company's shareholders voted to:

-  Elect the following Class II directors to
   serve until the 2001 Annual Meeting as follows:

    William J. Weyand - 31,897,523 shares in favor; 277,205 shares
       withheld or against.
    James W. Nethercott - 31,897,434 shares in favor; 277,294
       shares withheld or against.
    John E. McDowell - 31,395,745 shares in favor; 778,983 shares
       withheld or against.
    Gilbert R. Whitaker, Jr. - 31,910,941 shares in favor; 263,787
       shares withheld or shares against.

    There were no broker votes.

     -    Ratify the appointment of PricewaterhouseCoopers LLP
          as the independent auditors of the Company for 1999.
          Shares totaling 32,108,437 voted in favor, 43,690 voted
          against and 22,601 abstained with no broker non-votes.

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

a)   Exhibits

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

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


<PAGE>
<PAGE>
                      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, 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.