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 March 31, 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  April  30,  1998  there were  36,171,163  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 Ended
                                              March 31,
                                       1998             1997
<S>                                  <C>             <C>
Revenue:
 Software licenses                   $ 41,401        $ 41,158
 Software maintenance and services     49,711          39,706
        Total revenue                  91,112          80,864

Cost of revenue:                                       
 Cost of licenses                       7,500           5,515
 Cost of maintenance and services      26,987          22,445
        Total cost of revenue          34,487          27,960
Gross profit                           56,625          52,904

Operating expenses:
 Selling and marketing                 25,470          24,156
 Research and development              16,054          12,400
    General and administrative          4,074           4,187
    Purchased in-process research
     and development                       --          20,850
        Total operating expenses       45,598          61,593
                                                        
        Operating income (loss)        11,027          (8,689)

Other income (loss), net                3,646             544
Income (loss) before income taxes      14,673          (8,145)

Income tax expense                      4,345           3,022
        Net income (loss)            $ 10,328         (11,167)

Net income (loss) per share:
        Basic                        $    .29            (.32)
        Diluted                           .28            (.32)

Pro forma net income (loss) and per                    
 share data:
    Income before income taxes as                      
     reported                                          (8,145)
    Pro forma income tax expense                        3,441
        Pro forma net income (loss)                  $(11,586)

Pro forma net income (loss) per                        
 share:
        Basic                                        $   (.33)
        Diluted                                          (.33)

Comprehensive income                 $ 10,169        $(12,777)

</TABLE>

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

                         (in thousands)
<CAPTION>


                                      March 31,     December 31,
                                          1998          1997
                                     (unaudited)
<S>                                     <C>           <C>
Assets
Current assets:
 Cash and cash equivalents              $102,418      $ 81,056
 Marketable securities                    10,062        13,030
 Trade accounts receivable, net           89,481        88,954
 Other accounts receivable                13,018        17,815
 Prepaid expenses and other current    
   assets                                 13,539         9,082
     Total current assets                228,518       209,937

Marketable securities                     16,922        14,925

Property and equipment, at cost:
 Computer and other equipment             59,229        57,364
 Office furniture and equipment           17,720        16,983
 Leasehold improvements                    7,051         6,685
                                          84,000        81,032

 Less accumulated depreciation and      
  amortization                            59,155        56,405
        Net property and equipment        24,845        24,627

Computer software construction 
 costs, net                               30,184        31,610
Other assets                              12,239        12,097

                  Total assets          $312,708      $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>


                                     March 31,     December 31,
                                        1998          1997
                                     (unaudited)
<S>                                   <C>          <C>
Liabilities and Shareholders' Equity 
Current liabilities:
 Accounts payable                     $  16,334    $ 12,230
 Accrued expenses                        31,555      39,590
 Accrued income taxes                     8,945       9,182
 Deferred revenue                        54,366      46,606
     Total current liabilities          111,200     107,608

Other long-term liabilities               6,698       7,751

Shareholders' equity:                                  
 Common stock, stated value $.0069
 per share Authorized 100,000 shares;                     
 outstanding shares-         
 36,039 and 35,654 net of 1,514
 and 1,500 shares in treasury               250         248
 Capital in excess of stated value      120,934     114,132
 Retained earnings                       77,463      67,135
 Accumulated other comprehensive
   income:
   Foreign currency translation
     adjustment                          (3,827)     (3,667)
   Unrealized holding loss on
     investments                            (10)        (11)
   Accumulated other    
    comprehensive income                 (3,837)     (3,678)
        Total shareholders' equity      194,810     177,837

        Total liabilities and 
            shareholders' equity      $ 312,708    $293,196


</TABLE>

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

                         (in thousands)

<CAPTION>

                                            Three Months Ended
                                                 March 31,
                                            1998           1997
<S>                                      <C>             <C>
Net cash provided by operating
 activities                              $ 23,206        $ 11,849
                                                         
Cash flows from investing activities:                    
   Sales (purchases) of marketable 
    securities, net                           972            (835)
   Additions to property and equipment,  
    net                                    (2,856)         (3,360)
   Additions to computer software     
    construction costs                     (3,049)         (3,865)
   Acquisition of Metaphase 
    Technology, Inc.                           --         (28,050)
      Net cash (used in) investing     
       activities                          (4,933)        (36,110)

Cash flows from financing activities:                    
   Stock issued under employee benefit   
     plans                                  4,210           2,086
   Repayment of long term debt               (894)            (48)
   Net cash provided by financing  
    activities                              3,316           2,038

Effect of exchange rate changes on cash      (227)         (1,535)
(Decrease) increase in cash and cash 
  equivalents                              21,362         (23,758)

Cash and cash equivalents:
   Beginning of period                     81,056          72,026
   End of period                         $102,418        $ 48,268


</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, 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  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:
                        Income           Shares        Per-Share
Three months ended    (Numerator)     (Denominator)    Amount
March 31                                       
                                                             
1998                                                         
 Basic  net  income 
  per share             10,328           35,839          .29
 Effect  of  stock 
  options                   --            1,591
                        ----------------------------
 Diluted net income 
   per share            10,328           37,430          .28

1997                                                         
 Basic  net  income
  per share            (11,167)          34,861         (.32)
 Effect  of  stock   
  options                   --               --
                       -----------------------------
 Diluted net income   
  per share            (11,167)          34,861         (.32)

(4)  Earnings Per Share - Continued

Options  to  purchase 1,360 and 2,588 shares of common  stock  at
March  31, 1998 and 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.

(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 has been  received  and  was
recorded  as  a  benefit to tax expense during the period  ending
March 31, 1998.

(6)  New Accounting Pronouncements

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.

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.


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, 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 CAD/CAM/CAE software under  the
brand name I-DEAS" and PDM software under the brand name Metaphase".

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 13% to  $91,112
for  the  three  months  ended  March 31, 1998,  as  compared  to
$80,864 for the three months ended March 31, 1997.

Software license revenue increased 1% to $41,401 for  the  three
months ended March 31, 1998 compared to the quarter ended  March
31, 1997.  I-DEAS license revenue growth was 12% compared to the
first quarter of 1997.  For the second consecutive quarter I-DEAS
license revenue grew in comparison to the same period last  year.
Metaphase license revenue, which is on a much smaller base than I-
DEAS  revenues, declined 38% compared to the corresponding period
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.   Excluding
that order, Metaphase license revenues increased 156% compared to
the  same  period  of  1997.  This growth is attributed  to  more
market  presence  from the merger of sales  resources  after  the
Company  acquired  the  remaining stock of  Metaphase  Technology
Inc., ("MTI") in January 1997.

Software  maintenance  and  services  revenue  increased  25%  to
$49,711 for the three months ended March 31, 1998 as compared  to
$39,706   for  the  corresponding  period  last  year.   Software
maintenance  and  services revenue continues to  grow  due  to  a
larger  customer  base  and  overall  increases  in  I-DEAS   and
Metaphase implementation projects generated from license sales.

For  the  three  month periods ended March  31,  1998  and  1997,
revenue  in  North America accounted for 44% and 52%, Europe  31%
and   27%,  and  Asia-Pacific  25%  and  21%,  respectively,   of
consolidated revenues.  The North American proportion of  revenue
declined  in 1998 due to the large Metaphase order in 1997  noted
above.   European  revenue growth was fueled by strong  Metaphase
license sales in 1998. Revenue growth in Asia-Pacific during 1998
included  a  significant I-DEAS license order from the  Company's
major   Japanese   distributor.    The   Company   expects    the
international  market to continue to account  for  a  significant
portion of total revenue.

Expenses

Cost  of  revenue consists principally of the staff  and  related
costs  associated  with the generation and  support  of  software
service    revenue,   amortization   of   capitalized    software
construction  costs,  royalty fees paid to  third  parties  under
licensing  agreements  and  the  cost  of  distributing  software
products.  Cost of revenue increased 23% to $34,487 for the three
months ended March 31, 1998 as compared to $27,960 for the  three
months ended March 31, 1997.  Cost of revenue represented 38%  of
revenue for the three months ended March 31, 1998, as compared to
35% for the corresponding period in 1997.

The  cost  of  licenses,  as  a percentage  of  license  revenue,
increased  to  18%  for the three months ended  March  31,  1998,
compared  to  13%  for the same period of 1997.   The  percentage
increase   was  due  to  increased  amortization  of  capitalized
software  development cost, as well as a higher level of  royalty
fees.   The cost of services and maintenance for the three months
ended  March  31,  1998, as a percentage of the related  revenue,
declined  to  54%, compared to 57% for the same period  of  1997.
Compared   to  the  same  period  last  year,  the  service   and
maintenance  margin improved due to increased volume of  software
maintenance  contracts and cost improvements from the integration
of  the  service  businesses acquired from MTI and  Control  Data
Systems, Inc. ("CDSI") in January 1997.

Selling  and  marketing expenses consist of the costs  associated
with  the  world-wide sales and marketing staff, advertising  and
product localization.  These expenses increased 5% to $25,470 for
the  three months ended March 31, 1998 as compared to $24,156 for
the corresponding period in 1997.  Selling and marketing expenses
represented 28% of revenue for the three months ended  March  31,
1998 as compared to 30% for the 1997 period.  While the number of
personnel  in the Company's sales organization has increased  20%
since  the  first  quarter of 1997, personnel  expenses  did  not
increase  in proportion to revenues.  The selling cost associated
with   increased  services  and  maintenance  revenues  has  been
relatively fixed.  Selling and marketing expenses are expected to
increase during the remaining months of 1998 because the  Company
plans  to  incur  significant expenses for  new  advertising  and
marketing campaigns.

Research  and development expenses consist primarily of salaries,
benefits, computer equipment costs and facilities associated with
the  product  development  staff.  It excludes  costs  which  are
capitalized in accordance with Statement of Financial  Accounting
Standards  No.  86.  Research and development expenses  increased
30%  to  $16,054  for the three months ended March  31,  1998  as
compared  to $12,400 for the three months ended March  31,  1997.
Research  and  development  expenses represent  18%  and  15%  of
revenue  for  the three months ended  March 31,  1998  and  1997,
respectively.   The increase in research and development  expense
for 1998 as compared to the 1997 quarter is primarily a result of
increased   headcount   of  product  developers.   Research   and
development  expense excluded capitalized internal software  cost
of  $2,924 for the three months ended March 31, 1998, compared to
$3,326 for the corresponding period in 1997.  The lower level  of
capitalized  cost and the expiration of certain  customer  funded
research and development projects also resulted in higher expense
for  the  period ended March 31, 1998.  The amount of capitalized
software development cost 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   corporate,  finance,  legal,  human   resource   and
administrative  staffs.   These expenses  slightly  decreased  to
$4,074  for the three months ended March 31, 1998 as compared  to
$4,187  for  the three months ended March 31, 1997.  General  and
administrative expenses represented 4% of revenue for  the  three
months  ended  March 31, 1998 and 5%  for the three months  ended
March 31, 1997.

Expenses - Continued

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 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 CDSI'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

For the three months ended March 31, 1998, other income increased
$3,102 to $3,646 as compared to $544 for the corresponding period
in  1997.   The  1998  period includes $1,390  received  from  an
insurance  settlement and $670 of interest income received  on  a
federal  income tax refund.  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 period last year.

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  due  to  doubt  as   to   their   ultimate
realization.   These  factors caused the effective  tax  rate  to
differ from the expected statutory rate.

Liquidity and Capital Resources

The  Company generated $23,206 of cash from operating  activities
during the three months ended March 31, 1998.  At March 31, 1998,
the  Company had cash and investments of $129,402 as compared  to
$109,011 at December 31, 1997.  The Company's working capital was
$117,318  at  March 31, 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 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

Product Distribution - Continued

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 continues to increase its expense levels to  support
its  revenue  growth and to invest in product  development.   The
Company's  expense  levels are based,  in  part,  on  its  future
revenue expectations.  If future revenues are less than expected,
net   income  may  be  disproportionately  affected  because  the
Company's expense levels are generally committed in advance and a
relatively  small  portion of the Company's  expenses  vary  with
revenue.   The Company is expanding its sales infrastructure  and
investing  more  in  marketing  efforts  with  the  objective  of
increasing  the distribution of license products. Future  results
could  be  impacted by lags in sales productivity  as  additional
salespeople are hired or by the cost of new marketing programs.

Year 2000

The  year  2000  causes concern about whether  computer  software
systems will appropriately recognize dates beyond the year  1999.
The  Company  is  reviewing  all of its significant  internal-use
software, and does not expect any significant problems 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 6. Exhibits and Reports on Form 8-K.

a)   Exhibits

    10 Structural Dynamics Research Corporation Supplemental
       Retirement Plan, effective January 1, 1998, filed
       herewith.
    27 Financial data schedule for the period ended March 31,
       1998, filed herewith.

b)   No report on Form 8-K was filed during the first 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: May 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.







EXHIBIT 10
            STRUCTURAL DYNAMICS RESEARCH CORPORATION
                     SUPPLEMENTAL RETIREMENT PLAN

                    Effective January 1, 1998

                        TABLE OF CONTENTS

                                                           Page

Section 1. Definitions                                     1
Section 2. Participation                                   4
Section 3. Contributions                                   4
3.1.      Supplemental Savings Contributions               4
3.2.      Supplemental Matching Contributions              5
3.3.      Supplemental Discretionary Contributions         5
3.4.      Crediting of Contributions                       5
Section 4.  Investment of Accounts                         5
4.1.      Investment Direction                             5
Section 5. Valuations and Crediting                        6
5.1.      Valuations                                       6
5.2.      Credits to and Charges Against Accounts          6
5.3.      Expenses                                         6
Section 6. Vesting and Separation from Service             6
6.1.      Vested Percentage                                6
6.2.      Forfeiture                                       7
Section 7. Benefits                                        7
7.1.      Forms of Benefit Payments                        7
7.2.      Retirement Benefit                               7
7.3.      Death Benefit                                    7
7.4.      Beneficiary Designation                          7
7.5.      In-Service Distributions                         8
7.6.      Special Circumstances                            8
7.7.      Payments on Taxability                           8
7.8.      Withholding                                      9
Section 8. The Plan Administrator                          9
8.1.      Plan Administrator                               9
8.2.      Engagement of Assistants and Advisors            9
8.3.      Compensation                                     9
8.4.      Indemnification of the Plan Administrator        9
Section 9. Authority and Responsibilities of the Company   9
Section 10. Claims Procedures                             10
10.1.     Application for Benefits                        10
10.2.     Appeals of Denied Claims for Benefits           10
10.3.     Review of Decisions                             11
Section 11. Amendment, Termination, Mergers and
            Consolidations                                11
11.1.     Amendment                                       11
11.2.     Termination                                     11
11.3.     Permanent Discontinuance of Contributions       11
Section 12. Participating Employers                       11
12.1.     Adoption by Other Corporations                  11
12.2.     Requirements of Participating Employers         12
12.3.     Designation of Agent                            12
12.4.     Eligible Employee Transfers                     12
12.5.     Discontinuance of Participation                 12
12.6.     Plan Administrator's Authority                  12
Section 13. Miscellaneous Provisions                      12
13.1.     Nonalienation of Benefits                       12
13.2.     No Contract of Employment                       12
13.3.     Severability                                    13
13.4.     Successors                                      13
13.5.     Captions                                        13
13.6.     Gender and Number                               13
13.7.     Controlling Law                                 13
13.8      Title to Assets                                 13
13.9.     Payments to Minors, Etc.                        13
13.10.    Acknowledgments                                 13
13.11.    Entire Agreement; Successors                    13
13.12.    Tax Effects                                     14

               STRUCTURAL DYNAMICS RESEARCH CORPORATION
                     SUPPLEMENTAL RETIREMENT PLAN
                                

WHEREAS,   Structural   Dynamics   Research   Corporation    (the
"Company"),   maintains   the   Structural   Dynamics    Research
Corporation   Tax   Deferred  Capital  Accumulation   Plan   (the
"Qualified Plan") for the benefit of its eligible employees; and

WHEREAS,  the Company wishes to establish the Structural Dynamics
Research Corporation Supplemental Retirement Plan (the "Plan") to
allow  certain  Eligible Employees who are members  of  a  select
group of highly compensated or management employees under Title I
of ERISA to make contributions to the Plan;

NOW,  THEREFORE, effective as of the Effective Date, the  Company
adopts the Plan to provide as follows:

Section  1.     Definitions.  The following terms will  have  the
meanings  assigned  in  this  Section,  which  will  be   equally
applicable to the singular and plural forms of such terms, unless
the context requires otherwise, when used in the Plan;

     "Account"  means  the account maintained for  a  Participant
under  the Plan.  A Participant's Account will consist of his  or
her  Supplemental Savings, Supplemental Matching and Supplemental
Discretionary  Accounts,  plus  investment  earnings,   if   any,
credited to those Accounts.

      "Affiliate"  means  any Employer and  any  entity  if  such
entity, with the Employer, constitutes: (a) a controlled group of
corporations (within the meaning of Section 414(b) of the  Code);
(b)  a group of trades or businesses under common control (within
the  meaning  of Section 414(c) of the Code); (c)  an  affiliated
service group (within the meaning of Section 414(m) of the Code);
or  (d) a group of entities required to be aggregated pursuant to
Section 414(o) of the Code and the regulations thereunder.

     "Beneficiary" means the beneficiary under the  Plan  of  any
deceased Participant.

     "Board  of  Directors" means the board of directors  of  the
Company.

     "Change  in Control" means, a dissolution or liquidation  of
the  Company, a merger in which the Company is not the  surviving
corporation,  a transaction or series of related transactions  in
which 100% of the then outstanding voting stock of the Company is
sold  or otherwise transferred, or the sale of substantially  all
of the assets of the Company.

     "Code"  means the Internal Revenue Code of 1986, as  now  or
hereafter existing, amended, construed, interpreted, and  applied
by regulations, rulings or cases.
     
     "Company"  means  Structural Dynamics Research  Corporation,
and any successor thereto.

     "Compensation"  means  amounts  received  by   an   Eligible
Employee  from  the  Employer while the Eligible  Employee  is  a
Participant  which are basic salary or wages, overtime  payments,
vacation, holiday and sick pay, disability income payments  which
are   paid   through  the  Employer's  payroll  system,  bonuses,
commissions,   or   any   other   direct   current   compensation
which  is  required  to  be reflected on the  Participant's  Form
W-2 for the Plan Year, without giving effect to any reduction  of
compensation  resulting from pre-tax saving  contributions  under
the  Qualified  Plan  or  any other salary reduction  arrangement
pursuant  to  Section  125  of the Code,  but  will  not  include
Employer contributions to Social Security, other contributions to
this   or  any  other  deferred  compensation  plan  or  program,
severance  pay,  stock options, disability income payments  which
are  not  paid through the Employer's payroll system,  relocation
expense  reimbursement, or the value of any other fringe benefits
provided at the expense of the Employer.  The Compensation  taken
into  account  for  a Participant for a Plan  Year  will  include
compensation  in excess of the limit under Section 401(a)(17)  of
the Code.

     "Effective Date" means August 1, 1997.

     "Election Date" shall mean, for calendar year 1997, the 30th
day after the Effective Date.  For subsequent calendar years, the
Election Date shall mean January 1.

     "Eligible Employee" means any person: (a) who is a member of
a select group of management or highly compensated employees; (b)
who  is  employed  by  the Employer in a category  of  employment
designated by the Employer as eligible for participation  in  the
Plan; and (c) who elected to make before-tax contributions to the
Qualified Plan which exceed the maximum amount permissible  under
Section 402(g) of the Code for the Plan Year.

     "Employer"  means the Company and any Affiliate which,  with
the  consent of the Board of Directors, adopts the Plan and joins
in the Trust Agreement.

     "Employer  Stock" means any share or shares of  the  capital
stock of the Company.

     "Enrollment and Change Designation" means an agreement, on a
form or by a method prescribed by the Plan Administrator, between
a  Participant and his or her Employer providing for reduction of
the  Participant's Compensation and the crediting of Supplemental
Savings  Contributions  by  the  Employer  to  the  Participant's
Supplemental Savings Account and for designation of one  or  more
Investment Funds.

     "ERISA" means the Employee Retirement Income Security Act of
1974,   as   now  or  hereafter  existing,  amended,   construed,
interpreted, and applied by regulations, rulings or cases.

     "Investment Fund" means a segregated fund managed by one  or
more   investment  managers,  including  a  regulated  investment
company, or any other investments designated by the Company  from
time to time.

     "Normal  Retirement  Date"  means  the  date  a  Participant
attains age 65.

     "Participant"  means  any Eligible  Employee  who  has  been
admitted to participation in the Plan by filing an Enrollment and
Change  Designation with the Plan Administrator, and who has  not
ceased participation in the Plan.

     "Plan"  means  the Structural Dynamics Research  Corporation
Supplemental Retirement Plan, as set forth herein and as the same
may from time to time be amended.

     "Plan  Administrator" means the person, committee  or  other
entity appointed by the Company to administer the Plan or, in the
absence of such appointment, the Company.

     "Plan Year" means the calendar year.

     "Qualified  Plan"  means  the Structural  Dynamics  Research
Corporation  Tax  Deferred Capital Accumulation  Plan,  a  profit
sharing  plan  with a cash or deferred feature, as the  same  may
from time to time be amended.

     "Separation  Date"  means the date a  person  is  no  longer
employed by any Affiliate.

     "Supplemental  Discretionary Account" means the  portion  of
the   Account   of  a  Participant  consisting  of   Supplemental
Discretionary  Contributions  and investment  earnings,  if  any,
credited on those contributions, as adjusted under the Plan.

     "Supplemental Discretionary Contribution" means  the  amount
contributed by the Employer under Section 3.3.

     "Supplemental  Matching Account" means the  portion  of  the
Account  of  a  Participant consisting of  Supplemental  Matching
Contributions and investment earnings, if any, credited on  those
contributions, as adjusted under the Plan.

     "Supplemental  Matching  Contribution"  means   the   amount
contributed by the Employer under Section 3.2.

     "Supplemental  Savings Account" means  the  portion  of  the
Account  of  a  Participant consisting  of  Supplemental  Savings
Contributions and investment earnings, if any, credited on  those
contributions, as adjusted under the Plan.

     "Supplement Savings Contribution" means the amount  credited
by  the  Employer as a result of a Participant's election  on  an
Enrollment   and  Change  Designation  to  reduce  his   or   her
Compensation.

     "Totally and Permanently Disabled"  means suffering  from  a
physical  or mental condition which, in the opinion of  the  Plan
Administrator   based  upon  appropriate   medical   advice   and
examination  and  in accordance with uniform rules,  totally  and
permanently   prevents  the  Participant  from   performing   the
customary duties of his regular job with the Company.

     "Trust  Agreement"  means the trust agreement  entered  into
between the Company and the Trustee in connection with the  Plan,
as  the  same  presently exists and as it may from time  to  time
hereafter be amended.

     "Trustee"  means the party or parties acting as  such  under
the Trust Agreement.

     "Trust Fund" means all of the assets of the Plan held by the
Trustee at any time under the Trust Agreement.

     "Unforeseeable Emergency" means a severe financial  hardship
to the Participant resulting from a sudden and unexpected illness
or  accident of the Participant or of a dependent (as defined  in
Section  152(a)  of  the  Code) of a  Participant,  loss  of  the
Participant's   property  due  to  casualty,  or  other   similar
extraordinary and unforeseeable circumstances arising as a result
of   events   beyond   the  control  of  the  Participant.    The
circumstances  that  will  constitute an Unforeseeable  Emergency
will  be determined by the Plan Administrator depending upon  the
facts of each case.

     "Valuation  Date" means the last day of each Plan  Year  and
each  other interim date on which the Plan Administrator  directs
the  allocation of distributions, contributions and  earnings  on
Participants' Accounts.

     "Year  of  Vesting  Service" means  a  12  month  period  of
continuous employment by the Company as an Eligible Employee.

     Section  2.      Participation.  An  Eligible  Employee  may
     become  a Participant for a calendar year and elect to  make
     Supplemental Savings Contributions for such calendar year by
     filing  with the Plan Administrator an Enrollment and Change
     Designation on or before the Election Date for that calendar
     year.

     Section 3.     Contributions.

          3.1.  Supplemental Savings Contributions.  The Employer
     will  credit the Participant's Supplemental Savings  Account
     with,  and  contribute  to the Trust  Fund,  a  Supplemental
     Savings  Contribution  on behalf of  the  Participant.   The
     amount  of a Participant's Supplemental Savings Contribution
     for  a  Plan  Year will be equal to the Participant's  total
     elective  contributions to the Plan and the Qualified  Plan,
     as  designated  on  an  Enrollment  and  Change  Designation
     reduced by the lesser of:

          (a)   the  Code Section 402(g) limitation for the  Plan
     Year; or

          (b)   the  maximum  before-tax contribution  permitted.
     Such maximum before-tax contribution is established for each
     Plan  Year  by  the Plan Administrator for each  Participant
     based on historical contribution data and the application of
     Treasury Regulation Section 1.401(k)-1(b)(2).

          3.2. Supplemental Matching Contributions.  The Employer
     may  credit the Participant's Supplemental Matching  Account
     with,  and  contribute  to the Trust  Fund,  a  Supplemental
     Matching Contribution on behalf of the Participant equal  to
     50%  of the Participant's Supplemental Savings Contributions
     under the Plan.  Such contributions may be made in the  form
     of Employer Stock or in cash.

          3.3.  Supplemental  Discretionary  Contributions.   The
     Employer   may   credit   the   Participant's   Supplemental
     Discretionary  Account  with, and contribute  to  the  Trust
     Fund, a Supplemental Discretionary Contribution on behalf of
     the  Participant  equal  to  an  amount  determined  by  the
     Employer.

          3.4. Crediting of Contributions.

          (a)   The  Employer will establish a Trust  Fund  which
     shall consist of assets which the Employer may use to offset
     its  liability  for payments due to Participants  under  the
     Plan.  The Trust Fund will, at all times, be subject to  the
     claims  of  judgment  creditors of  the  Employer  and  will
     otherwise  be  on such terms and conditions as will  prevent
     taxation  to  Participants and Beneficiaries of any  amounts
     held in the Trust Fund or credited to Participant's Accounts
     prior  to  the  time payments are made to them.   Rights  to
     payments  will not be limited to assets held  in  the  Trust
     Fund.   The Plan constitutes a mere promise by the  Employer
     to make benefit payments in the future.  It is the intention
     of  the  Employer  and the Participants  that  the  Plan  be
     unfunded  for tax purposes and for purposes of  Title  I  of
     ERISA.

          (b)   Subject to the provisions of subsection (a),  the
     Employer  will contribute to the Trust Fund an amount  equal
     to  all  Supplemental Savings Contributions  for  a  quarter
     within  a  reasonable time after the end of the  quarter  in
     which Participants' Compensation is reduced.

     Section 4.     Investment of Accounts.

          4.1.   Investment  Direction.   For  the  purposes   of
     crediting  investment  gains or losses  to  a  Participant's
     account, the balance in a Participant's Supplemental Savings
     Account, Supplemental Discretionary Account and Supplemental
     Matching  Account  shall be deemed to  be  invested  in  the
     Investment  Funds  designated  from  time  to  time  by  the
     Participant.    The   Plan   Administrator   may   establish
     procedures  which  require that a Participant's  Account  be
     deemed  to be allocated among Investment Funds in  the  same
     manner  and  in  the  same proportions as the  Participant's
     account under the Qualified Plan.

     Section 5.     Valuations and Crediting.

          5.1.   Valuations.    The  amount  credited   to   each
     Participant's  Accounts  will  be  determined  by  the  Plan
     Administrator as of the close of business on each  Valuation
     Date.

          5.2.  Credits  to  and Charges Against  Accounts.   All
     crediting to and charging against Accounts will be  made  as
     follows:

          (a)   First, there will be determined the net  adjusted
     Account  by:  (i) charging all distributions and withdrawals
     made  during the period from the previous Valuation Date  to
     the current Valuation Date; (ii) crediting contributions  to
     the Account since the preceding Valuation Date; and (iii) at
     the  option of the Plan Administrator, charging specifically
     against  the  Accounts of Participants all or a  portion  of
     administrative expenses relating to the maintenance of  such
     Accounts;

          (b)   Second,  all  deemed earnings or  losses  of  the
     Investment Funds will be allocated by the Plan Administrator
     in its discretion among the Participants' Accounts according
     to  the  balance  of  their net adjusted  Accounts  and  the
     relative portions of such Accounts which are deemed  by  the
     Plan  Administrator to be invested in each Investment  Fund.
     All earnings of the Trust Fund arising out of the investment
     of  Trust Fund assets in investment vehicles other than  the
     Investment  Funds may be allocated by the Plan Administrator
     in  its  discretion to and among the Participants'  Accounts
     according to their net adjusted Accounts.

          5.3   Expenses. All brokerage fees, transfer taxes, and
     other expenses incurred in connection with the investment of
     the Trust Fund will be added to the cost of such investments
     or  deducted from the proceeds thereof, as the case may  be.
     All  other costs and expenses of administering the Plan will
     be  paid from the Trust Fund, except to the extent that such
     costs and expenses are paid by the Employer.

     Section 6.     Vesting and Separation from Service.

          6.1  Vested Percentage.

          (a)   Except as provided in Section 7 in the  event  of
     certain  withdrawals by Participants, a Participant will  at
     all  times  be  fully  vested in  the  Supplemental  Savings
     Account and the Supplemental Matching Account.

          (b)   A  Participant will become fully  vested  in  the
     Supplemental  Discretionary Account (except as  provided  in
     Section   7   in   the  event  of  certain  withdrawals   by
     Participants)  if, while actively employed by  the  Company,
     any  of  the  following events occur:  (i)  the  Participant
     reaches  his  Normal Retirement Date; (ii)  the  Participant
     dies;  (iii) the Participant becomes Totally and Permanently
     Disabled; (iv) the Company undergoes a Change in Control; or
     (v) the Plan is terminated.

          (c)   Subject to subsection (b) and except as  provided
     in  Section  7  in  the  event  of  certain  withdrawals  by
     Participants,  a  Participant's  vested  interest   in   the
     Participant's  Supplemental Discretionary  Account  will  be
     determined under the following table:

     Years of Vesting Service      Vested Percentage

          less than 5              0%
          5 or more                100%

          6.2.  Forfeiture.  The nonvested portion of the Account
     of a Participant who has incurred a Separation Date prior to
     the  Participant's death or Normal Retirement Date  will  be
     forfeited.

     Section 7.     Benefits.

          7.1.  Forms  of Benefit Payments.  Any benefit  payable
     hereunder  to a Participant or Beneficiary will be  paid  in
     the  form  of  a single sum distribution, in cash,  Employer
     Stock or both.

          7.2.  Retirement Benefit.  Upon incurring a  Separation
     Date,  the Participant will receive a retirement benefit  in
     an  amount equal to the undistributed vested portion of  the
     Participant's Account.  The Participant's Account  shall  be
     valued  as of the Valuation Date coinciding with or as  soon
     as  administratively practicable preceding the date  of  the
     distribution.    Notwithstanding   the   foregoing,   if   a
     Participant dies before receiving a distribution of  his  or
     her  vested Account, his or her Beneficiary will  receive  a
     death benefit, as determined under Section 7.3.

          7.3.  Death  Benefit.   If  a Participant  dies  before
     receiving  a distribution of his or her vested Account,  the
     Participant's Beneficiary will receive a death  benefit,  in
     lieu  of  the retirement benefit, equal to the undistributed
     balance  in  the  Participant's Account.  The  Participant's
     Account  shall be valued as of the Valuation Date coinciding
     with  or  as soon as administratively practicable  preceding
     the date of the distribution.

          7.4. Beneficiary Designation.

          (a)   A Participant's death benefit will be paid to the
     Beneficiary   designated  by  the  Participant   under   the
     Qualified  Plan  unless  the Participant  makes  a  separate
     Beneficiary  designation under the Plan.  A Participant  may
     designate  and  from time  to
     time    change    the   designation   of   one    or    more
     Beneficiaries  or contingent Beneficiaries  to  receive  any
     death  benefit.  The designation and consent will  be  on  a
     form  supplied  by the Plan Administrator.  All  records  of
     Beneficiary  designations will be  maintained  by  the  Plan
     Administrator.

          (b)   In  the  event  that  the  Participant  fails  to
     designate  a Beneficiary under both the Qualified  Plan  and
     this  Plan,  or  in  the  event  that  the  Participant   is
     predeceased   by  all  designated  primary  and   contingent
     Beneficiaries under the Qualified Plan and this Plan: (i) if
     the  Participant is survived by a spouse, the death  benefit
     will  be  payable to the Participant's surviving spouse  who
     will   be   deemed   to  be  the  Participant's   designated
     Beneficiary for all purposes under this Plan; or (ii) if the
     Participant  is not survived by a spouse, the death  benefit
     will be payable to the Participant's estate.

          7.5. In-Service Distributions.

          (a)   A  Participant may apply for and receive an early
     payment of any or all vested amounts held in the Account  of
     such Participant if the Participant demonstrates to the Plan
     Administrator,   in  a  manner  acceptable   to   the   Plan
     Administrator  in its sole discretion, that the  Participant
     has  incurred  an  Unforeseeable Emergency,  to  the  extent
     needed  to  satisfy  the need caused by  such  Unforeseeable
     Emergency.  Payment may not be made to the extent  that  the
     need  caused  by the Unforeseeable Emergency is  or  may  be
     relieved  through reimbursement or compensation by insurance
     or otherwise, by liquidation of the Participant's assets, to
     the  extent the liquidation of such assets would not  itself
     cause   severe  financial  hardship,  or  by  cessation   of
     deferrals   under   this  Plan  and  the   Qualified   Plan.
     Distributions under this Section will be deemed to  be  made
     as  of  the  Valuation Date coinciding with or  as  soon  as
     administratively   practicable   preceding   the   date   of
     distribution  and  will be charged against  a  Participant's
     Account in such manner as the Plan Administrator determines.

          (b)   Notwithstanding  anything  in  the  Plan  to  the
     contrary, a Participant who has received a distribution from
     the  Plan under subsection (a) will not be eligible to  make
     any  Supplemental Savings Contributions or be credited  with
     any  Supplemental Matching Contributions for 12 months after
     the distribution.

          7.6   Special Circumstances.  Notwithstanding  anything
     in  the  Plan  to  the contrary, in the  event  the  Company
     undergoes  a  Change in Control or the Plan  terminates  (as
     provided in Section 11.2), the Participant will receive,  as
     soon  as  administratively practicable thereafter, a  single
     lump  sum payment equal to the undistributed vested  portion
     of  the  Participant's  Account.  The Participant's  Account
     shall be valued as of the Valuation Date coinciding with  or
     as  soon as administratively practicable preceding the  date
     of the distribution.

          7.7.  Payments on Taxability.  If it is ever determined
     that  any  amount credited to a Participant's Account  under
     the  Plan was income and taxable to him or her, such taxable
     amounts  or  any  portions  thereof  will  be  paid  to  the
     Participant upon written request and be charged against  the
     Participant's Account.

          7.8.  Withholding.   The  Employer  may  withhold  from
     payments due under the Plan any and all taxes of any  nature
     required by any government to be withheld.

     Section 8.     The Plan Administrator.

          8.1.  Plan Administrator.  The Plan Administrator  will
     interpret  the Plan and determine in its sole  and  absolute
     discretion  all  questions arising  in  the  administration,
     interpretation and application of the Plan and the amount of
     benefits   payable  thereunder.   The  Plan  Administrator's
     interpretations and determinations will be final and binding
     on  all persons absent fraud or the arbitrary and capricious
     abuse   of   the  wide  discretion  granted  to   the   Plan
     Administrator.   The  Plan Administrator  will  provide  the
     Trustee  with  directions  to the Trustee  with  respect  to
     valuations at dates other than Valuation Dates and all other
     matters  when  called for in the Plan or  requested  by  the
     Trustee.   The  Plan Administrator may waive any  period  of
     notice  required  under the Plan.  The   Plan  Administrator
     will provide procedures for the determination of claims  for
     benefits.

          8.2.  Engagement of Assistants and Advisors.  The  Plan
     Administrator will have the right to hire such  professional
     assistants  and  consultants as it, in its sole  discretion,
     deems  necessary or advisable.  To the extent that the costs
     for  such  assistants  and advisors  are  not  paid  by  the
     Employer,  they  will  be paid from the  Trust  Fund  as  an
     expense  of  the  Trust Fund at the direction  of  the  Plan
     Administrator.

          8.3.   Compensation.    All  expenses   of   the   Plan
     Administrator   will be paid or reimbursed by the  Employer,
     and if not so paid or reimbursed will be paid from the Trust
     Fund.

          8.4.  Indemnification of the Plan  Administrator.   The
     Plan  Administrator  will  be indemnified  by  the  Employer
     against   costs,   expenses   and   liabilities   (including
     reasonable  attorneys' fees but excluding  amounts  paid  in
     settlements   to  which  the  Employer  does  not   consent)
     reasonably  incurred by the Plan Administrator in connection
     with   any  action  or  investigation  to  which  the   Plan
     Administrator  may  be  a  party  by  reason  of  the   Plan
     Administrator's  service  as Plan  Administrator  except  in
     relation  to matters as to which the Plan Administrator  may
     be  adjudged  in  such  action to be  personally  guilty  of
     willful   misconduct  in  the  performance   of   the   Plan
     Administrator's    duties.    The   foregoing    right    to
     indemnification will be in addition to such other rights  as
     the  Plan Administrator may enjoy as a matter of law,  under
     the  Company's  certificate  of incorporation,  by-laws,  by
     reason  of  insurance  coverage of any kind,  or  otherwise.
     Service  as  Plan  Administrator will be deemed  in  partial
     fulfillment  of  the individual's function  as  an  Eligible
     Employee, officer and/or director of the Employer, if he  or
     she  serves in such capacity as well.  No amendment of  this
     Section  diminishing  the right to indemnification  provided
     herein  will apply to any action or investigation  commenced
     prior to the adoption of such amendment.

          Section  9.     Authority and Responsibilities  of  the
     Company.   The Board of Directors of the Company  will  have
     the following authority and responsibility:

          (a)   To appoint the Trustee and the Plan Administrator
     and to monitor each of their performances;

          (b)   To  communicate  such  information  to  the  Plan
     Administrator  and  to the Trustee as  each  needs  for  the
     proper performance of its duties;

          (c)    To  provide  mechanisms through which  the  Plan
     Administrator   and   the  Trustee  can   communicate   with
     Participants and Beneficiaries; and

          (d)   To  perform such duties as imposed by  applicable
     law and to serve as the Plan Administrator in the absence of
     an appointed Plan Administrator.

     Section 10.    Claims Procedures.

          10.1.      Application for Benefits.  Each  Participant
     or  Beneficiary  believing himself or herself  eligible  for
     benefits  under  the  Plan may apply for  such  benefits  by
     completing  and  filing  with  the  Plan  Administrator   an
     application  for benefits in writing.  Before  the  date  on
     which benefit payments commence, each such application  must
     be  supported  by  such information and  data  as  the  Plan
     Administrator deems relevant and appropriate.

          10.2.      Appeals of Denied Claims for  Benefits.   In
     the event that any claim for benefits is denied, in whole or
     in  part,  the claimant will be notified of such  denial  in
     writing  by the Plan Administrator within 90 days after  the
     Plan  Administrator receives the claim.  The notice advising
     of the denial will specify the reason or reasons for denial,
     make   specific  reference  to  pertinent  Plan  provisions,
     describe  any  additional material or information  necessary
     for  the claimant to perfect the claim (explaining why  such
     material  or  information is needed), and  will  advise  the
     claimant  of  the procedure for the appeal of  such  denial.
     Appeals may be made only by the following procedure:

          (a)   The claimant may file with the Plan Administrator
     a  written notice of appeal of the denial within 60 days  of
     notification  by  the Plan Administrator  of  claim  denial,
     setting  forth  all of the facts upon which  the  appeal  is
     based;

          (b)   The  Plan Administrator may, within  30  days  of
     receipt of the notice of appeal, establish a hearing date on
     which the claimant may make an oral presentation to the Plan
     Administrator  in  support of his  or  her  appeal  and  the
     claimant will be given not less than 10 days' notice of  the
     date set for the hearing;

          (c)    The   Plan   Administrator  will  consider   the
     claimant's  written  and oral presentations,  any  facts  or
     evidence  in  support of the denial of  benefits,  and  such
     other facts and circumstances as the Plan Administrator  may
     deem  relevant.  If the claimant elects not to make an  oral
     presentation,  the Plan Administrator will  proceed  as  set
     forth  below as though an oral presentation of the  contents
     of the claimant's written presentation had been made; and

          (d)  The Plan Administrator will render a determination
     upon  the  appealed claim accompanied by a written statement
     as  to  the reasons therefor within 60 days after  the  Plan
     Administrator receives the notice of appeal, unless  special
     circumstances  or  the need to hold a  hearing  requires  an
     extension of up to 60 additional days.  The determination so
     rendered will be final and binding upon all parties.

          10.3.      Review of Decisions.  Any final decision  of
     the  Plan  Administrator  may be  reviewed  by  a  court  of
     competent jurisdiction only if an appeal has been made under
     Section 10.2.

     Section    11.    Amendment,   Termination,   Mergers    and
Consolidations.

          11.1.     Amendment.  The provisions of the Plan may be
     amended  at  any time and from time to time by the  Company;
     provided, however, that:

               (a)   No  amendment will increase  the  duties  or
          liabilities of the Trustee without the consent  of  the
          Trustee;

               (b)  No amendment will decrease the balance in any
          Account;

               (c)   No  amendment  shall  adversely  impact  the
          Participants' rights to receive payment under the  Plan
          with respect to existing Participant Accounts; and

               (d)   No amendment will decrease any Participant's
          vested percentage of his or her Account.

          11.2.      Termination.   While  it  is  the  Company's
     intention  to  continue the Plan indefinitely in  operation,
     the Company nevertheless reserves the right to terminate the
     Plan.  Termination  of  the Plan will  result  in  full  and
     immediate vesting in each Participant of his or her Account,
     and   none  of  the  provisions  of  any  termination  shall
     adversely  impact  the  Participant's  rights  to   benefits
     accrued  under  the Plan as of the date of termination.   On
     termination of the Plan, the Trustee will pay over  to  each
     Participant  (and  deferred vested former  Participant)  the
     value  of his or her vested interest, and thereupon dissolve
     the Trust Fund.

          11.3.      Permanent  Discontinuance of  Contributions.
     The  Company  reserves the right at any time to  permanently
     suspend or discontinue all Employer contributions.

     Section 12.  Participating Employers.

          12.1.      Adoption  by Other Corporations.   With  the
     consent  of the Board of Directors, any Affiliate may  adopt
     the  Plan and all of the provisions hereof as to all or  any
     category  of  its  Eligible Employees,  as  a  participating
     Employer,  by  a  properly executed document evidencing  the
     intent  and  will  of the board of directors  of  the  other
     corporation.

          12.2.       Requirements  of  Participating  Employers.
     Each participating Employer will be required to use the same
     Trustee and Trust Agreement as provided in the Plan, and the
     Trustee  will commingle, hold and invest as the  Trust  Fund
     all  contributions made by participating Employers, as  well
     as all increments thereof.

          12.3.      Designation of Agent.  With respect  to  all
     relations  with  the  Trustee and Plan  Administrator,  each
     participating  Employer will be deemed to  have  irrevocably
     designated the Company as its agent.

          12.4.      Eligible Employee Transfers.  If an Eligible
     Employee  is  transferred  between Employers,  the  Eligible
     Employee  involved will carry with him or her  the  Eligible
     Employee's  accumulated  service and  eligibility,  no  such
     transfer  will effect a termination of employment hereunder,
     and   the  participating  Employer  to  which  the  Eligible
     Employee is transferred will thereupon become obligated with
     respect to such Eligible Employee in the same manner as  was
     the  participating Employer from whom the Eligible  Employee
     was transferred.

          12.5.       Discontinuance   of   Participation.    Any
     participating  Employer  may  discontinue  or   revoke   its
     participation  in  the  Plan.   At  the  time  of  any  such
     discontinuance or revocation, satisfactory evidence  thereof
     and  of  any applicable conditions imposed will be delivered
     to the Trustee.

          12.6.      Plan  Administrator's Authority.   The  Plan
     Administrator  will  have authority  to  make  any  and  all
     necessary   rules   or   regulations,   binding   upon   all
     participating Employers and all Participants, to  effectuate
     the purposes of the Plan.

     Section 13.  Miscellaneous Provisions.

          13.1  Nonalienation of Benefits.  None of the payments,
     benefits,  or rights of any Participant or Beneficiary  will
     be  subject to any claim of any creditor of such Participant
     or Beneficiary, and, to the fullest extent permitted by law,
     all  such  payments, benefits, and rights will be free  from
     attachment,  garnishment, or any other  legal  or  equitable
     process  available  to any creditor of such  Participant  or
     Beneficiary.   No Participant or Beneficiary will  have  the
     right to alienate, anticipate, commute, pledge, encumber, or
     assign  any of the benefits or payments which he or she  may
     expect  to  receive,  contingently or otherwise,  under  the
     Plan, except the right to designate a Beneficiary.

          13.2.      No  Contract  of Employment.   All  benefits
     created  by the Plan constitute a voluntary act on the  part
     of  the Employer and are not to be deemed or construed to be
     a part of any contract of employment.  Neither the action of
     the  Employer  in  establishing  the  Plan  nor  any  action
     hereafter  taken  by the Employer or the Plan  Administrator
     will be construed as giving to any Eligible Employee a right
     to  be  retained in the service of the Employer or any right
     or  claim to any benefits under the Plan except as expressly
     provided in the Plan.

          13.3  Severability.  If any provision of  the  Plan  is
     held   invalid   or   unenforceable,  such   invalidity   or
     unenforceability will not affect any other provision hereof,
     and  the  Plan  will be construed and enforced  as  if  such
     invalid or unenforceable provision had not been included.

          13.4  Successors.   The Plan will be binding  upon  the
     heirs,  executors, administrators, personal representatives,
     successors,  and  assigns  of the  parties,  including  each
     Participant and Beneficiary, present and future.

          13.5  Captions.  The headings and captions  herein  are
     provided for convenience only, will not be considered a part
     of the Plan, and will not be employed in the construction of
     the Plan.

          13.6.      Gender  and Number.  Except where  otherwise
     clearly  indicated  by  context, the masculine  gender  will
     include  the feminine gender, the singular will include  the
     plural, and vice versa.

          13.7.      Controlling Law.  The Plan will be construed
     and  enforced according to the laws of the State of Ohio  to
     the   extent  not  preempted  by  federal  law,  which  will
     otherwise control.

          13.8.       Title   to   Assets.   No  Participant   or
     Beneficiary  will  have any right to, or  interest  in,  any
     assets  of  the Trust Fund, upon termination of his  or  her
     employment  or  otherwise,  except  to  the  extent  of  the
     benefits payable under the Plan to such Participant  out  of
     the  assets  of  the Trust Fund.  The Employer  will  remain
     primarily  liable to pay benefits under the Plan.   However,
     the  Employer's liability under the Plan will be reduced  or
     offset  to  the  extent benefit payments are made  from  the
     Trust   Fund.   The  provisions  of  the  Trust   Fund   are
     incorporated by reference.

          13.9.     Payments to Minors, Etc.  Any benefit payable
     to  or for the benefit of a minor, an incompetent person  or
     other person incapable of receipting therefor will be deemed
     paid  when  paid  to such person's guardian,  to  a  trustee
     holding assets for such person or to the party providing, or
     reasonably  appearing  to provide,  for  the  care  of  such
     person,  and such payments will fully discharge the Trustee,
     the  Plan Administrator, the Employer and all other  parties
     with respect thereto.

          13.10.    Acknowledgments.  By filing an Enrollment and
     Change    Designation,    each   Participant    specifically
     acknowledges that the value of the Accounts may increase  or
     decrease and that any such decrease will reduce the benefits
     payable under the Plan.

          13.11.     Entire  Agreement;  Successors.   The  Plan,
     including   any  election  agreements  and  any   amendments
     thereto,  will constitute the entire agreement  between  the
     Company  and  the Participant with respect  to  the  amounts
     payable  under  the Plan.  No oral statement  regarding  the
     Plan  may  be relied upon by the Participant.  The Plan  and
     any  amendment  will be binding on the parties  thereto  and
     their respective heirs, administrators, trustees, successors
     and  assigns,  and  on  all Beneficiaries.   By  becoming  a
     Participant,  each  Eligible Employee will  be  conclusively
     deemed  to have assented to the provisions of the  Plan  and
     the Trust Agreement and to any amendments thereto.

          13.12.    Tax Effects.  None of the Employer, the  Plan
     Administrator,   and  any  firm,  person,  or   corporation,
     represents or guarantees that any particular federal,  state
     or  local  tax  consequences will occur as a result  of  any
     Participant's  participation in the Plan.  Each  Participant
     should  consult with his or her own advisors  regarding  the
     tax consequences of participation in the Plan.
                                   
                           Structural Dynamics Research Corporation
   


                          By:  /s/Bryan M. Valentine
                          Title: Vice President - Human Resources

204691.06