UNITED STATES
                                
               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C.  20549
                                
                            FORM 10-Q
                                
                                
                           (Mark One)
                                
 [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
                                
For the period ended September 30, 1995
                                
                               OR

[  ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR
            15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ______________ to ______________

Commission file number  0-16230


            STRUCTURAL DYNAMICS RESEARCH CORPORATION
     (Exact name of registrant as specified in its charter)


    Ohio                          31-0733928
(State or other jurisdiction of  (I.R.S. Employer
incorporation or organization)    Identification No.)


             2000 Eastman Drive, Milford, Ohio 45150
            (Address of principal executive offices)
                           (Zip Code)


                               (513) 576-2400
      (Registrant's telephone number, including area code)


      Indicate by check mark whether the registrant (1) has filed
all  reports required to be filed by Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.

              Yes [X]                       No [  ]


      As  of October 31, 1995 there were 30,288,736 shares of the
Registrant's   Common  Stock  without  par   value   issued   and
outstanding.
<PAGE>
                 PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.
                                
    STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
              Consolidated Statement of Operations
                           (Unaudited)
              (in thousands, except per share data)

                          Three Months        Nine Months
                      Ended September 30,    Ended September 30,
                      1995          1994      1995      1994
Revenue:                                                         
 Software licenses   $29,908     $26,541  $ 81,784   $ 74,299
 Software maintenance 
  and services        20,786      15,959    59,499     47,705
   Total revenue      50,694      42,500   141,283    122,004
                                                                 
Cost of revenue       17,369      14,013    45,315     36,447
                                                                 
Gross profit          33,325      28,487    95,968     85,557
Operating expenses:                                              
 Selling and 
  marketing           21,342      19,732    60,860     60,577
 Research and 
  development          4,018       5,460    12,822     16,086
 General and 
  administrative       2,761       1,820     8,660      7,078
   Total operating 
    expenses          28,121      27,012    82,342     83,741
                                                               
   Operating income    5,204       1,475    13,626      1,816
                                                                 
Equity in earnings
 (losses) of
 affiliates            2,144      (1,070)     (858)    (3,500)
Other income             112         608     1,366      1,537
Income (loss) 
 before income taxes
 and cumulative effect
 of accounting change  7,460       1,013    14,134     (147)
Income tax expense     1,664       1,005     5,016     2,567
Income (loss) before
 cumulative effect
 of accounting change  5,796           8     9,118    (2,714)
Cumulative effect of 
 accounting change        --          --        --    (3,896)
   Net income (loss) $ 5,796     $     8  $  9,118   $(6,610)
                                                                 
Earnings (loss) per
 share:                                       
Primary:                                                         
 Before cumulative 
  effect of
  accounting change  $   .18     $    --  $    .30   $  (.09)
 Cumulative effect
  of accounting change    --          --        --      (.13)
   Net income (loss) $   .18     $    --  $    .30   $  (.22)

Fully diluted:                                                   
 Before cumulative 
  effect of        
  accounting change  $   .18     $    --  $    .29   $  (.09)
 Cumulative effect of
  accounting change       --          --        --      (.13)
   Net income (loss) $   .18     $    --  $    .29   $  (.22)
                                                                 
Common and common 
 equivalent shares:
 Primary              31,466      29,339    29,988    29,474
 Fully diluted        32,125      29,339    31,513    29,474


See accompanying notes to consolidated financial statements.

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

                                  September 30,   December 31
                                       1995          1994
Assets                                             
                                                   
Current assets:                                    
 Cash and cash equivalents         $ 40,186      $ 21,885
 Short-term investments              10,747        17,296
 Trade accounts receivable, net      46,923        35,867
 Other accounts receivable            7,425         6,760
 Prepaid expenses                     5,987         6,110
        Total current assets        111,268        87,918
                                                   
Long-term investments                10,402         7,059
                                                   
Property and equipment, at cost:                   
 Computer and other equipment        32,599        36,259
 Office furniture and equipment       9,434         9,258
 Leasehold improvements               3,985         3,799
                                     46,018        49,316
                                                   
 Less accumulated depreciation 
  and amortization                   35,272        35,537
        Net property and             10,746        13,779
         equipment
                                                   
Computer software construction
 costs, net                          29,900        30,854
Investment in joint ventures          3,368         2,445
Other assets                            593           644
                                                   
                                                   
        Total assets               $166,277      $142,699


See accompanying notes to consolidated financial statements.
                                
                                
<PAGE>
    STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
                   Consolidated Balance Sheet
                           (Unaudited)
                                
              (in thousands, except per share data)





                                    September 30,   December 31,
                                        1995          1994
Liabilities and Shareholders' Equity                   
                                                       
Current liabilities:                                   
 Accounts payable                   $  6,199      $  6,857
 Accrued expenses                     26,421        29,495
 Accrued income taxes                  5,817         4,262
 Deferred revenues                    31,127        19,714
  Total current liabilities           69,564        60,328
                                                       
Other long-term liabilities            6,272         4,336
                                                       
Cumulative share of losses in
 affiliates, net                          --         5,883
                                                       
Shareholders' equity:                                  
 Common stock, stated value 
  $.0069 per share
  Authorized 100,000 shares;                     
  outstanding shares -
  30,247 and 28,897 net of 
  1,514 and 1,652 shares
  in treasury                            210           201
 Capital in excess of stated value    54,612        46,482
 Retained earnings                    35,846        26,728
 Foreign currency translation 
  adjustment                              --          (590)
 Unrealized holding loss on
  investments                           (227)         (669)
   Total shareholders' equity         90,441        72,152
                                                       
                                                       
                                                       
   Total liabilities and  
    shareholders' equity            $166,277      $142,699
                                


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



                                            Nine Months Ended
                                              September 30,
                                                         
                                          1995           1994
                                                         
Net cash provided by operating   
activities                              $14,803        $7,101
                                                         
Cash flows from investing activities:                    
 Sales (purchases) of investments, net    3,648        (7,128)
 Additions to property and
  equipment, net                         (1,116)       (3,999)
 Additions to computer software 
  construction costs                     (5,718)       (6,613)    
 Investment in SDRC GmbH                 (2,193)         (823)
 Acquisition of SDRC GmbH, net of 
  cash received                           1,152            --
 Investment in Metaphase                 (1,000)           --
 Proceeds from sale of certain assets       542            --
 (Increase) decrease in other assets, net    51          (154)
   Net cash used in investing activities (4,634)      (18,717)

                                                         
Cash flows from financing activities:                    
 Stock issued under employee benefit
  plans                                   9,138         1,819
 Purchases of treasury stock               (999)         (358)
  Net cash provided by financing
   activities                             8,139         1,461

Effect of exchange rate changes on cash      (7)           18
                                                         
(Decrease) increase in cash and cash  
equivalents                              18,301       (10,137)   

                                                         
Cash and cash equivalents:                               
   Beginning of period                   21,885        34,783
                                                         
   End of period                        $40,186       $24,646

                                                         


See accompanying notes to consolidated financial statements.

                                
                                
    STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES



           Notes to Consolidated Financial Statements
                           (Unaudited)
                                
                         (in thousands)




(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.


(2)  Change in Accounting Principle

In  1994,  the Company adopted Statement of Financial  Accounting
Standard (SFAS) No. 112 "Employers' Accounting for Postemployment
Benefits"   for  benefits  attributable  to  employees'   service
previously  rendered and recognized a one-time charge  of  $3,896
net of income tax benefits.


(3)  Central European Joint Venture

In  March  1994, the Company formed a joint venture with  Siemens
Nixdorf  Informationssysteme  AG  (SNI).   The  Company  and  SNI
contributed certain assets, cash and loans to the venture,  known
as  SDRC  Software and Services GmbH (SDRC GmbH), along with  the
rights  to certain software products owned by SNI.  Although  the
Company  received  a 50.1% interest in the venture,  it  did  not
exercise  sufficient control to treat SDRC GmbH as a consolidated
subsidiary.

In the third quarter of 1995, the Company purchased the remaining
49.9% interest of SDRC GmbH.  The acquisition was accounted for
using the purchase method.  Accordingly, the purchase price  was
allocated to assets acquired and liabilities assumed based on
their fair value.

As of the acquisition date, 100% of the operating results of SDRC
GmbH are included in the consolidated financial statements.   The
acquisition  did not have a material impact on 1995  consolidated
results of operations.


(4) Sale of Certain Assets

In   the  third  quarter  of  1995,  SDRC  sold  certain  of  its
engineering  consulting assets located in the United  Kingdom  to
MascoTech  Engineering  Europe  Limited  (MascoTech   UK).    The
transaction  did not have a material impact on 1995  consolidated
results of operations.




(5)  Taxes

The  provision for income taxes reflects taxes currently payable.
Deferred tax benefits relating to temporary differences have been
offset by a valuation allowance due to doubt as to their ultimate
realization.    These  factors cause the effective  tax  rate  to
differ from the expected statutory rate.


(6)  Reclassification

In  prior  periods,  the Company reported  two  segments  of  its
business:   software  products  and  services   and   engineering
services.   The Company has recently realigned these two segments
into  a  single segment focusing on software and software related
services   to  provide  a  total  mechanical  design   automation
solution.    Accordingly, the Company now reports  its  operating
results  as  part of the software licenses and services  segment.
Prior  period  results  have  been reclassified  for  comparative
purposes.

The  Company has also reclassified certain revenue and  costs  in
the  1994 financial statements to conform with the current period
presentation.



Item  2.   Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations.


Results of Operations
(in thousands)


Revenue

The  Company's consolidated net revenue increased 16% to $141,283
for  the  nine  months ended  September 30, 1995 as  compared  to
$122,004  for the nine months ended September 30, 1994.   Revenue
increased 19% to $50,694 for the three months ended September 30,
1995  as compared to $42,500 for the three months ended September
30, 1994.

Software  license revenue increased 10% to $81,784 for  the  nine
months  ended September 30, 1995 as compared to $74,299  for  the
nine  months  ended  September 30,  1994   and  software  license
revenue  increased  13%  to $29,908 for the  three  months  ended
September  30, 1995 as compared to $26,541 for the  three  months
ended  September  30,  1994.  These  increases  are  due  to  the
continued  worldwide  acceptance of the Company's  I-DEAS  Master
Series and Metaphase Series 2 products.

Software  maintenance  and  services  revenue  increased  25%  to
$59,499  for the nine months ended September 30, 1995 as compared
to  $47,705  for  the  nine  months  ended  September  30,  1994.
Software  maintenance  and  services  revenue  increased  30%  to
$20,786 for the three months ended September 30, 1995 as compared
to  $15,959  for  the  three  months ended  September  30,  1994.
Software  maintenance  growth is due to  revenue  generated  from
maintenance  contracts  for  both  new  and  existing  customers.
Software  services  growth  was  primarily  attributable  to  the
increased   level   of   I-DEAS  and  Product   Data   Management
implementation projects.

For  the  nine  month period ended September 30, 1995  and  1994,
revenue  in North America accounted for 44% and 43%, Asia-Pacific
29% and 28% and Europe 27% and 29%, respectively, of consolidated
revenues.

Expenses

Cost  of  revenue  increased 24% to $45,315 for the  nine  months
ended  September  30, 1995 as compared to $36,447  for  the  nine
months  ended September 30, 1994.  Cost of revenue increased  24%
to  $17,369  for  the three months ended September  30,  1995  as
compared  to  $14,013  for the three months ended  September  30,
1994.   Cost  of revenue represents 32% of revenue for  the  nine
months  ended  September  30, 1995 as compared  to  30%  for  the
comparable 1994 period.  The increase in cost of revenue was  due
to  an  increase  in amortization of capitalized software,  third
party  royalty  fees  and other variable cost increases  directly
associated with revenue.  With the January 1995 release of I-DEAS
Master  Series  2.0, amortization of software  development  costs
increased 25% for the nine month period ended September 30,  1995
as compared to the comparable 1994 period.  For this same period,
third  party  royalty fees increased 35% primarily  due  to  fees
associated with product data management (PDM) software  developed
by a joint venture investee.

Selling  and marketing expenses increased slightly  for the  nine
months  ended September 30, 1995 as compared to the  nine  months
ended   September  30,  1994.   Selling  and  marketing  expenses
represent 43% of revenue for the nine months ended September  30,
1995 as compared to 50% for the comparable 1994 period.  External
commissions  related to third party distribution  agreements  for
the  nine months ended September 30, 1995 increased 82% over  the
comparable  1994 period due to revenue growth in countries  where
independent  representatives  are  utilized.   The   accrual   of
severance costs recorded in the first half of 1995 relating to  a
workforce  reduction  and the increased level  of  1995  external
commission  expense were partially offset by the cost containment
program instituted by management in the fourth quarter of 1994.


Expenses (continued)

Research and development expense represents 9% of revenue for the
nine months ended  September 30, 1995 as compared to 13% for  the
comparable   1994   period.  Research  and  development   expense
decreased 20% to $12,822 for the nine months ended September  30,
1995  as  compared to $16,086 for the nine months ended September
30,  1994.   Research and development expense  decreased  26%  to
$4,018  for the three months ended September 30, 1995 as compared
to  $5,460 for the three months ended September 30,  1994.   The
decreases  were  due  primarily  to  a  decrease  in  labor   and
associated  expenses  relating to a workforce  reduction  in  the
first  half  of  1995.    In addition, the level  of  capitalized
software construction costs at September 30, 1995 decreased  from
September 30, 1994 by 16%.

General  and administrative expenses increased 22% to $8,660  for
the  nine  months ended September 30, 1995 as compared to  $7,078
for  the  nine  months  ended September 30,  1994.   General  and
administrative  expenses represent 6% of  revenue  for  the  nine
months ended September 30, 1995 and  1994.  The improvements from
the  cost  containment program  instituted by management  in  the
fourth  quarter of 1994 were offset by increased legal and  other
corporate expenses.

Other Income

Equity  in  earnings (losses) of affiliates primarily  represents
the  Company's  share  of  operating results  of  its  two  joint
ventures Metaphase Technology. Inc. (Metaphase) and SDRC GmbH.

For the third quarter of 1995, the Company's share of income from
the  Metaphase joint venture was approximately $1,981 as compared
to  $147 for the third quarter of 1994.  This increase in  income
was  primarily  due  to royalty income associated  with  a  major
customer contract.  Income from  SDRC GmbH for the third  quarter
of  1995  was approximately $163 as compared to a loss of  $1,217
for the third quarter of 1994.

In the third quarter of 1995, the Company purchased the remaining
49.9%  interest of  SDRC GmbH, previously a joint venture company
with the Company and Siemens Nixdorf Informationssysteme AG.   As
of  the  acquisition date, 100% of the operating results of  SDRC
GmbH  are  included  in  the consolidated  financial  statements.
Prior  to  the  acquisition of the remaining 49.9% interest,  the
Company accounted for its 50.1% interest under the equity method.
The   acquisition  did  not  have  a  material  impact  on   1995
consolidated results of operations.

In   the  third  quarter  of  1995,  SDRC  sold  certain  of  its
engineering  consulting assets located in the United  Kingdom  to
MascoTech  UK.  The transaction resulted in a $250  loss  in  the
third  quarter of 1995 which is reported as a reduction of  other
income.

In  1994, the Company adopted SFAS 112 "Employers' Accounting for
Postemployment Benefits" for benefits attributable to  employees'
service  previously rendered and recognized a one-time charge  of
$3,896 net of income tax benefits.

Taxes

The  provision for income taxes reflects taxes currently payable.
Deferred tax benefits relating to temporary differences have been
offset by a valuation allowance due to doubt as to their ultimate
realization.   These  factors cause the  effective  tax  rate  to
differ from the expected statutory rate.

Quarterly Results

Future  quarterly results could be impacted by  factors  such  as
order  deferrals,  a slower growth rate in the market,  increased
competition or adverse changes in general economic conditions  in
any  of  the  countries in which the Company does business.   Any
shortfall  in  revenue or earnings could have  an  immediate  and
significant adverse effect on the trading price of the  Company's
stock  in  any given period.  The results of operations  for  the
three  and  nine month periods ended September  30, 1995 are not
necessarily indicative of future expectations.

Liquidity and Capital Resources

At  September  30, 1995, the Company had cash and investments  of
$61,335.  The increase in cash and investments from December  31,
1994  is  due  from  the results of operations  and  exercise  of
employee  stock  options.   The  Company's  working  capital  was
$41,704 at September 30, 1995.  In addition, the Company  has  an
unsecured  bank  line of credit of $15,000.  The Company  has  no
current  commitments  for material capital  expenditures.   These
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.

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

 (A) Exhibits filed as part of this report:

          11(a)   Calculation of Primary Earnings (Loss) Per
Common Share
          11(b)   Calculation of Fully Diluted Earnings (Loss)
Per Common Share

 (B) No report on Form 8-K was filed during the third quarter of
1995.

The  information furnished in this report has not  been  audited.
It  reflects  all  adjustments  which  are,  in  the  opinion  of
management, necessary for a fair statement of the results for the
interim  periods  reported.    The results  are  not  necessarily
indicative of results of operations to be expected for  the  full
fiscal year.


                            SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                         STRUCTURAL DYNAMICS RESEARCH CORPORATION




Date:  November 9, 1995       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 11(a)
                                                                 
                                                                 
                                
    STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
     Calculation of Primary Earnings (Loss) Per Common Share
                                
              (in thousands, except per share data)



                          Three Months         Nine Months
                       Ended September 30,   Ended September 30,
                       1995       1994       1995       1994
PRIMARY                                                     
 Average shares 
  outstanding        30,195      28,860    29,757     28,826
 Net effect of 
  dilutive stock
  options after
  application of the
  treasury stock 
  method              1,271         479       231        648

   Total             31,466      29,339    29,988     29,474
                                                            
 Income (loss) before                                       
  cumulative effect
  of accounting 
  change            $ 5,796     $     8   $ 9,118    $(2,714)

                                                            
 Cumulative effect
  of accounting 
  change                 --          --        --     (3,896)

   Net income (loss)  5,796           8     9,118     (6,610)

                                                            
 Primary per 
  share amount:                                  
  Before cumulative 
   effect of 
   accounting 
   change           $   .18     $    --   $   .30    $  (.09)
                                                           
  Cumulative effect of
   accounting change     --          --        --       (.13)
   Net income (loss)
    per share       $   .18     $    --   $   .30    $  (.22)



                                                                 
                                                                 
                                                    Exhibit 11(b)



    STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
  Calculation of Fully Diluted Earnings (Loss) Per Common Share
                                
              (in thousands, except per share data)





                           Three Months         Nine Months
                        Ended September 30,   Ended September 30,
                          1995     1994          1995     1994
FULLY DILUTED                                               
 Average shares 
  outstanding           30,195    28,860      29,757     28,826
 Net effect of 
  dilutive stock
  options after
  application of the   
  treasury stock method  1,930       479       1,756        648
   Total                32,125    29,339      31,513     29,474
                                                            
 Income (loss) before                                       
  cumulative effect of
  accounting change    $ 5,796   $     8     $ 9,118    $(2,714)
                                                           
 Cumulative effect of 
  accounting change         --        --          --     (3,896)
   Net income (loss)     5,796         8       9,118     (6,610)

                                                            
 Fully diluted per 
  share amount:
  Before cumulative 
   effect of 
   accounting change   $   .18   $    --     $   .29    $  (.09)
                                                           
 Cumulative effect of
  accounting change         --        --          --       (.13)
   Net income (loss) 
    per share          $   .18   $    --     $   .29    $  (.22)